The Amazing Spider-Man
by Therealgamehero
Summary: After gaining unimaginable powers, Peter Parker must now use his powers to stop a variety of foes as his new persona, The Amazing Spider-Man.
1. A Normal Life

This is less of a fanfiction and more of a script for a Spider-Man series I always dreamed of, but I decided to post it here.

Chapter 1: A Normal Life

Peter's alarm clock buzzed in his ear. It was 7 AM, which meant he had to get ready to go to school, he was not excited at all. Today was gonna be like any other day, Peter would probably get picked on by Flash, Harry would come to save him, he'd go to his classes, fawn over Liz Allan, and come home to see Aunt May and Uncle Ben like always. He wanted to stay home today. He didn't have any tests today or homework due, so why bother going.

"Peter," his Aunt's voice rang up the stairs, "get up or you're going to be late for school." Peter knew their was no way Aunt May was going to let him stay home unless death itself was knocking at his door, so instead he hit the top of his alarm clock to turn it off, grabbed his glasses off his bedside table and began getting ready. "Peter did you hear me," Aunt May yelled again.

"I heard you Aunt May," Peter said as he changed out of his pajama's and into his everyday clothes. He looked in the mirror in his closet and got a good look at himself, he adjusted his short brown hair real quick so that it lay flat on his head, then put on a pair of blue jeans, black sneakers, a t-shirt with a science pun on it (today's was a red shirt that said "if it moves it's biology, if it stinks it's chemistry, and if it doesn't work it's physics), and a gray hoodie to cover up for the fall. He then quickly ran out the door of his room and down the stairs to meet his Aunt and Uncle for breakfast.

"Morning Pete," his Uncle said as he sipped his morning coffee and read the morning paper, "you sleep well?"

"I slept fine Uncle Ben," Peter said as he took a seat at the table. Aunt May then walked in and set down three plates of eggs, sausage, and toast at the table, giving Ben a kiss on his forehead as she placed down his plate. Peter loved watching his Aunt and Uncle in the morning, such a happy sight. They had been married so long that even though their hair had gone silver, they still loved each other. It made Peter happier than anything, and truly braced him for his day.

"Oh by the way," Peter said as he quickly remembered something from yesterday, "I was hoping to have Harry over to help me on some experiments after school today if that's okay with you."

"Oh Harry is welcome to come whenever he wants," Aunt May said with a smile, "any friend of yours is a friend of ours."

"To be honest he's here so often that you'd think he already lived her," Uncle Ben said with a small laugh.

"Speaking of school," Aunt May said, "you might want to hurry Peter or you'll be late."

Peter looked at the time and realized that he only had 20 minutes until school started, had he really spent that much time getting ready. He quickly ate his breakfast, taking the toast to go, and said goodbye to his Aunt and Uncle, giving her a kiss and him a hug. Peter grabbed his backpack and ran out the door of the little house in Queens and began sprinting to the school. Despite his best efforts, the lack of athletic ability made it so that he was still late for school. He wheezed as he entered the school, running so much made him tired, and made his way to his first class.

"Late again Mr. Parker," his history teacher (Peter couldn't remember her name and was way to embarrassed to ask), "you do live in Queens don't you?"

"Yes Ma'am," Peter said with his head hung low, "I just lost track of time."

She let out a long sigh. "I'll let it slide since you make up for it with exceptional grades, but do try to be on time."

"Yes Ma'am," Peter said as he took his seat. The class went on to be slow and boring, Peter had already went over most of this stuff himself in his free time so it just bored him even more. Eventually the bell rang and Peter went to go put his backpack in his locker and head to gym class. As he opened the small locker door, Peter was pelted in the head with a football. This meant one thing and one thing only, the first part of his day was starting.

"Yo Parker," the brutish voice said. Peter turned to see Flash Thompson standing at the end of the hallway, "how are you always late? I mean, I live in Brooklyn and I hate it here and I'm still on time." Peter didn't respond, he didn't want to fuel Flash's fire. He legitimately hated every thing about him, his short golden hair, his perfect smile, and that damn varsity jacket he always wore to show off. It all pissed Peter off. He wanted to punch Flash in the face, but he knew how well that would go for him. Besides, Peter knew that if Flash was here that means that "he" would show up in 3... 2...

"Leave him alone Flash," Harry Osborn said as he circled the corner. On time as always, Peter thought to himself.

"Aw look it's his little bodyguard," Flash said as he sized up to Harry, "what are you gonna do? Money me to death?" This got a small laugh from the posse of basketball players behind Flash.

"Or I could just hit you," Harry said, following suit and sizing up to Flash, "and I personally like that idea better."

A loud clearing of the throat interrupted the interaction between Flash and Harry. Both turned to see Mr. Davis, the principle, standing over them. "I believe both of you have class to get to," he said sternly, "and I think that would be a much better use of your time than fighting in my hallways." The bell rang signaling that class was about to start.

"We'll finish this another time rich boy," Flash said, he walked away taking his sports posse with him. Harry walked over to Peter, who was just closing his locker.

"Why do you let him pick on you like that man," Harry asked as he leaned against the locker next to Peter.

"What do you want me to do Harry," Peter said as he began walking to the gym, Harry followed beside him, "I think we both know how well me standing up to Flash would go." Harry didn't want to admit it, but his friend was right. Harry responded with just a sullen silence. "Hey," Peter said to break the tension, "are we still hanging out tonight?"

"Yeah man," Harry said as he put his hands behind his, "not like I got anything better to do." Peter always felt a little bad for Harry. Despite always having the best of stuff, from his perfect red hair to his designer black leather jacket and fancy boots, he always seemed to have nothing. Harry always seemed happiest when he was hanging out with Peter, and Peter was happy to have a friend.

Gym class went even slower then history. They were working on basketball this week and the next because of tryouts coming up soon. Peter of course couldn't make an shots, even ones he calculated in his head, it was a little disheartening. It didn't help that Flash showed off and nailed every shot. Next was photography, an elective of Peter's. He always found the subject relaxing and enjoyed just taking pictures of things.

After that it was time for lunch, and the third part of his day. Peter slipped out to the football field and sat in the rafters, what had basically become tradition at this point, and watched the cheerleaders. He didn't care much for any of the girls, except for one. He watched the head cheerleader, Liz Allan, and fawned over her as he always did.

"You do realize how creepy this is right," Harry said as he handed Peter a sandwich.

"What's creepy about it," Peter said as he unwrapped his sandwich and took a bite.

"Dude if this anywhere else, it would be straight up stalking," Harry said as he did the same with his own sandwich.

"I don't what you're talking about," Peter said, raising his hands in an innocent fashion, "I'm just sitting on the rafters with my friend, eating a sandwich, and enjoying the outdoors."

"Yeah right," Harry laughed as he jokingly punched Peter's shoulder, it did still hurt though, "we both know you make me come here to eat so you can watch the cheerleaders."

"I do not make you come here to watch the cheerleaders," Peter said, still trying to play innocent, "I drag you out here to watch one cheerleader. ONE."

Harry laughed really hard, "that's even creepier." Peter followed his friends example and jokingly punched him. After lunch had ended, the two went back inside and went to their next class, Math. Peter kinda just sat their and drew in his notebook. Occasionally the teacher asked a question, and Peter would answer it without looking up. After that was Peter's free period, he always used it to head down to the abandoned science lab, with the principle's permission of course, and work on some of his experiments. He then had his favorite class, science. Peter was the first one to class, as always, taking his seat next to Harry and diligently doing the work assigned on the board. The class always went faster than Peter wished it would, a bit sad if you asked him, but today was different.

"Remember class," the science teacher said as he erased the whiteboard, "this Friday we're going on a field trip to Dr. Curtis Connors laboratory." Peter couldn't believe the words, Dr. Connors laboratory, it was a dream come true. "Be sure to have these slips signed by your guardian and returned to me before class Thursday."

"Can you believe it," Peter said to Harry as the two walked back to his house, "Dr. Connors is one of my heroes and I'm not only going to get to meet him, I'm going to be in his laboratory. Pinch me, I have to be dreaming." Harry gladly followed his friends request and pinched him on the back of the hand, Peter responded by jokingly punching his friend in the arm again.

"Hello boys," Aunt May said as the two walked into the house.

"Hello Mrs. Parker," Harry said letting out a shy wave, he always liked Aunt May for how kind she was.

"Oh Harry," Aunt May said, letting her bright smile fill the room, "I told you that you can just call me May."

"Right Mrs... uh... May," Harry said as he rubbed the back of his neck. Peter laughed as the two walked downstairs to the basement lab he had made. The lab was small and quaint with various tables containing gadgets, chemicals, and other items he used for inventions.

"You know it never ceases to amaze me what crazy mad scientist stuff comes out of this little lab," Harry said as he scanned the tables, stopping at a small bowl filled with some weird substance, "what's this?"

Peter stopped what he was working on and walked over, "Oh, that was me trying to make a new form of super glue for Uncle Ben, he said that store bought stuff just didn't work, so I made him some new stuff that's extremely sticky and dries fast. Only problem is that the chemicals I used biodegrade after an hour or so."

"Assume for a second that I don't know what biodegrade means," Harry said as he poked the white glue.

"It falls apart after a couple hours," Peter said, "it makes it so that Uncle Ben would have to keep reapplying it every so often and he would not want to do that. I'm taking the whole project back a couple steps."

"If this is what you're working on, I don't think I can help much," Harry said, still poking at the super glue, "unless you're gonna use this to glue me to the wall."

"No," Peter said, "well not today anyway. I'm trying to make these new little micro bots to help around the house, but they're not working."

"Yes because the only thing creepier then you gluing me to the wall is carrying me away in a horde of mini bots," Harry said as he looked at the tiny machines.

Peter let out a big laugh at the stupid joke, "just hold these so I can tighten them together, okay?" Harry happily helped his friend and took two small pieces of metal holding them together. The two worked until Harry got a call from his father saying that a car was waiting outside to pick him up and take him home. After Harry left, Peter continued to work on his gadget to no avail. It just didn't work. Eventually, Peter gave up and sat down in his rolling chair to get his mind off of everything. He couldn't help but think of the field trip on Friday, he was so excited that he might actually burst. Peter thought to himself, with something like this on the way the week has to go fast. He then went back to working on his project.

 **o0o**

The week went slower than any other in his life. Flash seemed to pick on him more, and it didn't help that Harry didn't seem to come to school throughout the week. There was no explanation to why Harry wasn't in school, but it certainly made his week far harder. Noting stopped Flash's constant assault, Peter even finally felt the cliche of getting stuffed into a locker. It was a long, grueling, week but Peter managed to make it to Friday, and nothing could ruin this for him.

Peter had Uncle Ben drop him off at school so that way he wasn't late. He quickly said goodbye to his Uncle and got on the bus to take him to take him to Empire State University. The campus was huge, Peter had already determined that he wanted to go here, but seeing it in person made him want to go here more. The whole class slowly walked into the laboratory. Peter couldn't believe his eyes, there was a series of animals around the lab. Lizards, eels, spiders, you name it and Dr. Connors had it. It was Peter's dream come true.

"Science students of Midtown High," a voice boomed through the large lab. Everyone turned to see man in a lab coat with an orange shirt and suit pants, he had shaved blonde hair and emerald green eyes, but what really caught everyone's attention was the fact that he was missing an arm. "My name is Dr. Curtis Connors, I run this laboratory. Now a couple of rules before we start. One, this is very fragile equipment and some of these animals are years of my research so do not touch anything unless I say so. Two, please refrain from bugging the other scientists, some of them are on the verge of breakthroughs. Any questions?"

The entire class raised their hands. "Any questions that do not involve my arm," Dr. Connors said in response. The whole class lowered their hands, all except one. "You there in the back," Dr. Connors said pointing to the one hand that was still raised.

"Yes sir," Peter said as he stepped forward, "I was wondering about some of these animals. I've never even seen or heard of some of these species and was hoping you could elaborate."

"All in due time," Dr. Connors said with a laugh, "we will go over all of the species throughout the tour. If you'll all follow me." Peter followed with entusiasm, taking pictures whenever Dr. Connors would allow him to. The tour went by like everything Peter liked, way to fast. "And for the last stop of our tour," Dr. Connors said as he gestured to a small container, alone on a table, "one of my own creations, a genetically altered spider that has the DNA of many different species of spiders. It is the result of years of research and..."

"Excuse me sir," a blonde girl in black glasses and an orange hoodie in front said, "It's missing."

"WHAT," Dr. Connors basically ran through the crowd of students in order to see the empty container, "nonononono. LOCK DOWN THE LAB AND FIND THAT SPIDER."

Peter couldn't believe what was happening, but took the opportunity to look around the lab some more and get more pictures.

"Puny Parker." Peter turned to see Flash standing behind him, "only you could get excited by this snooze fest. Not to mention that you're just taking freaking pictures while some super spider is loose." Peter tried to ignore Flash like he always did, it didn't work. "I'm talking to you Parker," Flash said as he pushed Peter against one of the lab tables, "and you should speak when spoken to."

"Just leave me alone," Peter snapped at Flash. Flash let out an over dramatic gasp and placed his hand on his chest.

"Are you standing up to me Parker," Flash said with a smile, "colored me impressed, but you do realize I need to beat you now."

Peter just stood with his hands against the table. He was way to focused on Flash, so focused that nothing else registered in his mind. Not Dr. Connors, his other classmates, and certainly not the spider that crawled onto his hand. Peter had all of his rage focused on Flash, at least until the sharp pain flowed through his hand.

Peter quickly grabbed his hands and let out a roar of pain, sending the spider flying at Flash. Flash promptly freaked out and crushed the spider. Peter wobbled around holding his hand, he at least stopped screaming. There was multiple things happening around Peter. Dr. Connors trying to help steady Peter and keep him calm, Flash Thompson laughing and taunting Peter, and the other classmates just freaking out. Peter was wobbling back and forth. He then fell forward, catching the lab table to support himself, and then promptly threw up his breakfast. Flash was laughing uncontrollably as Peter stood up, but Peter couldn't register any of the sounds around him, the pain blocked all of it out. Peter then looked around and registered everything around him, before promptly passing out.


	2. Great Power

Chapter 2: Great Power

When Peter finally woke up, he was in a large white room. He heard a low rhythmic beep, as well as the sound of a small drip. Peter knew what that meant, he was in a hospital room. Peter managed to sit himself up and look around.

"Ah Mr. Parker," a doctor said as he walked over to Peter's bedside, "how are you feeling?"

Peter took one more look around the room before he set his eyes on the doctor, "I... I'm fine."

"That's good to hear Mr. Parker," the doctor said with a smile. He read his clipboard before speaking again, "it appears you suffered a spider bite. While you did have some venom in your system, there was no poison of any sorts in your body. You'll be fine." Peter began to remember what happened, he was at Dr. Connors lab when he got bit by a spider and passed out, someone must've called 911 and got him to the hospital. "Your Aunt and Uncle should be here any minute to pick you up," the doctor said as he put the clipboard down, "seeing as their's nothing wrong with you, you can leave when they get here. I'd recommend you rest over the weekend though."

"Yeah," Peter said, trying to catch his breath, "o... okay." Peter didn't know what to say, he had never been bitten by a spider before, was this what it was always like when a spider bit someone? Peter didn't think he would ever be the same around spiders again. When Aunt May and Uncle Ben got their, Peter immediately took all the machines that were hooked up to him off and went outside to see them their, Aunt May promptly hopped on him and gave him the biggest hug he had ever received from her.

"Peter are you okay," Uncle Ben said as he put his hand on Peter's shoulder.

"Uh... yeah," Peter said, "the doctor said I'll be fine."

"Oh that is such good news," Aunt May said as she gripped him tighter, "I'm so happy you're okay."

"Yes Peter will be fine," the doctor said from behind Peter, he assumed the doctor had followed him out into the lobby, "but he should get some rest."

"Don't worry doctor," Uncle Ben said, "we'll be sure that he gets his rest."

 **o0o**

Peter was woken up by his alarm on Saturday morning, he must've forgotten to turn it off in the commotion of what happened yesterday. He reached out and slammed his hand down on the top of the alarm clock as he always did to turn it off, this time a large crack let out. Peter just figured that the alarm clock was old and that he had slammed it down so many times that it had simply cracked after all these years. Peter then reached out and grabbed his glasses as he always did and put them on, but something was different this time. For some reason, despite wearing his glasses, his vision was all blurry. Peter took off his glasses and looked at them, only to realize his vision was perfect without them. Peter didn't know what to think about it, did he go through lasik eye surgery while he slept or what. Peter didn't know what to think, so instead he just put his glasses down on his dresser and looked around the room, and realized he had smashed his alarm clock completely. Peter panicked, what was going on with him. He needed to talk to someone, to get away from everything and figure out what was happening, and he knew who to go to. Peter walked over to his closet and put on his normal clothes again (this time the shirt had two atoms on it one saying he lost an electron, the other asking if he was positive) and walked down stairs to meet Aunt May and Uncle Ben.

"Morning Pete," Uncle Ben said as Peter walked down the stairs, "how're you feeling?"

"Good," Peter said, "I... I feel fine now."

"Peter," Aunt May said with concern, "you're not wearing your glasses."

Peter forgot he had taken them off in his panic, "oh yeah. I... uh... bought contacts recently... decided to try them out."

Aunt May let out a relieved smile, "okay then Peter. Personally I think you look much better without your glasses."

"Uh... yeah," Peter said before heading to the door.

"Wait Pete where are ya going," Uncle Ben said as he stood up, "you need rest."

"Oh... uh... Don't worry," Peter said in a rush to come up with an excuse, "I was just gonna go see Harry, I need to talk with him about something."

"Don't you want something to eat Peter," Aunt May said as she carried a couple of plates into the dining room.

"No no," Peter said in a rush, "I'll be fine for now I really just... need some fresh air." Peter ran out the door without saying goodbye and began running to Harry's house. He had only been there once or twice but he knew the way, and he needed to talk to Harry about this stuff. Peter walked quickly tying to get to Harry's house as fast as he could. Harry was the only one he could trust with this, whatever this is. Aunt May and Uncle Ben would just freak out, and there was no one else for Peter to go to. He was basically running to Harry's house at this point, so fast that he didn't even stop at the intersection. Peter ran through the intersection during a red light, and suddenly a large tingling went through his head, and down his spine. Without thought Peter sprung into the air and flipped over the car that had come at him. Peter had no idea what just happened.

"Hey kid you okay," the driver said after coming to a stop. Peter didn't respond, instead he just ran as the driver yelled at him. How did he jump thirty feet into the air? How did he know that car was coming? And more importantly, what was going on with him? Peter ran into an alley nearby and sat down. He needed to think, he needed to figure out what was happening. He thought of everything that had happened to him. He jumped over a car, he somehow could see perfectly, he smashed an alarm clock, he was in the hospital, and he... he... HE GOT BIT BY THE SPIDER. Nothing like this started until today, that meant something had to have happened yesterday to cause that and that's the only thing that made sense. But how did the spider do this to him, it was just a spider. or was it?

"A genetically altered spider that has the DNA of many different species of spiders," Dr. Connors words rang in Peter's head. Was it possible that spider had somehow changed him by biting him, no that's not possible. There is no way that spider could've changed him, was there? Peter had gone from scared to confused. Now he had an idea of what had happened, but how did it affect him. He had gathered that it somehow fixed his eyes as well as giving him extreme strength and agility as well as some sort of early warning system. He had powers, but more importantly he had super powers. He was like that guy from world war 2, Peter couldn't remember his name. He went from being confused to being excited. He needed to know what else he could do, the full extent of these powers, for science of course.

Before Peter could think, he stood up and ran over to pick up the closest and largest object he could, a giant dumpster. Peter grabbed it and lifted it above his head with ease. He couldn't believe it, this giant hunk of metal that he somehow lifted over his head with ease. Peter no longer cared how, he just cared that he could, that this was possible. Peter tried to throw the dumpster, wanting to see how far it could go. It flew across the alley and crashed down with a loud metallic clang. Peter let out a huge smile.

Peter ran back to his house and took the other door straight to the basement. He wanted to figure out everything he could do and figure it out fast. He started with this early warning system as he had been calling it, but he knew there was more to it and he wanted to figure this out. He closed his eyes and focused on it, he put all his thought into it, and he could feel it. He could feel everything in the room, no it was more than that, he could sense everything in the room. He could tell where everything was, how far it was. A 3D map of the room was in his head. This was beyond his greatest imagination, he could sense the world, he could lift things that no other human could, jump up three stories at a time, and he knew exactly what to do with these powers.

 **o0o**

Peter showed up to school on Monday, being right on time because he took the high road this morning. He had to wait all weekend for this, all weekend for sweet sweet revenge. He was happy that he learned about these powers so soon, anyone else it probably would've taken them weeks to figure out the full extent, but not Peter. He was smart, he figured out everything he could do in just two days and he figured out how to use these powers. He had to wait through his morning history class, but it was completely worth it for this.

As Peter was grabbing his gym clothes his spider sense (as he had jokingly named it) kicked in. Peter reacted fast and caught the football out of the air without even looking at it.

"Who would've thought," Flash said with a slow clap, "puny Parker can actually catch a ball."

"I can do a lot more than that Eugene," Peter said as he threw the football back, he had confidence flowing through him.

"What did you call me," Flash said, anger flowing through his face.

"You heard me Eugene," Peter said, this time he sized up to Flash, "or do you prefer idiot?"

Flash threw a punch, but Peter picked it up with his spider sense and dodged it. Flash kept trying to hit Peter but he just kept dodging everything that Flash threw at him. Flash then tried to dodge into him, Peter responded by flipping over Flash, making Flash slam into the locker behind him. Peter was so happy about this, he just kept moving and Flash couldn't hit him.

Peter finally decided to stop playing with his food. The next time Flash threw a punch, Peter caught it. Flash's face went from anger, to surprise, to pain. Flash fell onto his knees and held his hand. He was in immense amounts of pain, and Peter saw why. The hand Peter had caught was almost mangled. Just from catching this one punch, Peter had broken Flash's hand.

 **o0o**

"What were you thinking Peter," Uncle Ben said when Peter got home, "starting a fight, breaking a kids hand!"

Peter didn't answer. He stared at the floor and thought. How could he be this strong, how could it be that just blocking a simple punch could break a mans hand. His bones had to be as strong as iron to do that. He couldn't believe it. Peter was so excited that he truly didn't test his powers to his full limits. If he had known he was that powerful, he may not have fought Flash the way he did.

"Peter are you even listening," Uncle Ben said, snapping Peter out of his little trance, "what in your right mind made you start that fight?"

"I didn't start that fight," Peter said trying to defend himself.

"But you instigated it, " Uncle Ben said, Peter had never seen him this mad before, "you wanted that boy to fight you, so you said the right things to make him throw a punch so you could do that. You aren't an idiot Peter. When you do something it's for a reason."

"I'm sorry," Peter said, "I didn't want to hurt him. I just wanted him to know what I've felt for all those years."

"Peter you need to learn to be the bigger man in these situations," Uncle Ben said as he sat down, "now the family is asking that we pay for his hospital bills or they threaten legal action. Do you know how much it costs to fix a broken hand?" Peter simply shook his head. "Neither do I," Uncle Ben continued, "and I never hoped to find out."

"I'm sorry," Peter reiterated, "I didn't think this would happen."

"Well it did happen," Uncle Ben said, "this isn't like you Pete. You're normally so calm. I don't know why you did what you did, but I do know that it can't happen again and for doing it you're grounded."

"WHAT," Peter said as he stood up, he had never been grounded before, "you can't do this."

"Yes I can and I will," Uncle Ben said, "you will go up to your room, no supper tonight."

Peter wanted to argue, but he had never won an argument with Uncle Ben and he doubted that would change anytime soon, instead he went up to his room and slammed his door shut. As Peter walked over to his bed to sulk, he slipped. Peter quickly turned to realize his hand was stuck to his doorknob. He gingerly made an attempt to remove it, not wanting to add a broken door to his long list of problems. Peter examined the doorknob carefully, trying to find any sort of sticky substance on it, but there was nothing there. Peter then sat down and just stared at his hand in hopes of finding something that would show how he stuck to the doorknob. He assumed this was some kind of spider thing, it had to be. Peter placed his hand against a series of random objects, each time it would stick to his hand like before. Peter quickly hopped onto his laptop and researched spiders ability to stick to walls. Apparently they had these little hair things that allowed slipped between molecules allowing them to cling to objects. Peter then grabbed the microscope and put his finger underneath it to look at it. While his microscope wasn't good enough to see the actual things that allowed him to cling to objects, but there was certainly some sort of mutation on his hand. Peter decided to test it further.

Peter walked over to his wall and pressed his finger tips against it, they stuck as he expected they would. He quickly kicked off his shoes and took off his socks off in order to free his skin since that was what was sticking. he put his feet against the wall once again sticking. He was now completely off the ground, he was clinging to his bedroom wall like... well like a spider. He put one hand in front of the other and slowly he climbed his wall, and kept climbing until he was on the ceiling. Peter couldn't believe this, he was clinging to his ceiling. He didn't know what to do from here, he was on the ceiling what could he do. He had to spin the ceiling fan a couple times to make sure that everything was real. Peter just smiled and stared at the floor for at least a couple minutes before just letting out a simple, "woah."

 **o0o**

Peter had become the talk of the school. The kid who beat Flash Thompson, he suddenly became more popular than ever, he couldn't believe it. Him, Peter Parker, he was popular. He couldn't believe it, one little spider bite had changed everything about his life. He wanted to enjoy it all, but couldn't. Because of his stupid grudge, he ended up screwing over his Aunt and Uncle. Money was already tough but now he made it so he had to pay the hospital bill for someone they had never even met, what was he supposed to do. It didn't help that Harry was still AWOL, but Peter had too many things on his mind to worry about his friend at the moment. Peter went on auto pilot throughout the day, letting his spider sense guide him through the halls. After first period he was a little surprised to not feel the spider sense after history, but then again he did break Flash's throwing hand. Peter stayed in his trance until he got to gym class.

"PARKER," his gym teacher shouted, slipping him out of his trance with a jump, "do you realize what you just did." Peter shook his head not really knowing. "You just scored four three pointers without even looking at the net." Peter didn't know much about basketball, but anyone could guess that more points is good (well except for golf). "Parker if you keep playing like that you have a legitimate shot at making the basketball team."

"WHAT," Flash jumped off of the bleachers, he couldn't participate in the class due to his hand in a cast, "you can't let puny Parker play. He's got no talent."

"Clearly he does Mr. Thompson," the coach continued, "he scored better in five minutes than what you scored in entire games last year. besides we'll need somone to replace you since you're out of commission."

"He put me out of commission," Flash continued, "that alone should make it so he can't play."

"He can play if he wants to," coach continued, "what do you say Parker, will you try out this Friday?"

Peter thought long and hard about it, "I... I'll think about it." Peter left gym class thinking about what he should do. He could start his basketball career and make some bets, he knew he could win if he used his powers. No, that wouldn't raise near enough money for him to pay Flash's bills. He needed something else something that could truly make him a lot of cash. The answer didn't come to him until science next period. A girl was reading the Daily Bugle, one of the popular newspapers in New York City.

"Excuse me," Peter said to the girl, "can I..."

"Jessica," she said abruptly, interrupting Peter, "Jessica Campbell."

Peter was a little confused why she introduced herself like that, but decided it was easier to go along with it. "Peter," he said mimicking her introduction, "Peter Parker. Anyway is it possible I could see that paper?"

Jessica let out a very nervous nod, Peter was wondering if he scared her or something, and handed peter the paper. He had never actually read the Daily Bugle, it seemed like a lot of trash tabloids. Some of them were weird too, like one talking about thunder storms near Manhattan last night (it was a clear sky, why would there be thunder storms), or a man made of pure metal stopping an entire terrorist cell in the middle east. Peter eventually found what he was looking for, an ad that he saw when Jessica was holding the paper:

 _ **THIS WEDNESDAY**_

 _Come face off against the champion_

 _Beat him in the ring and win $3000_

 _All are welcome, this Wednesday at the Barclays Center_

 _Come to fail or watch the champ **DESTROY** the competition!_

$3000! Just for beating up some guy. Peter could do that easily and use the money to pay for Flash's hospital bills, or at least most of it. If he could make a career out of wrestling he could not only pay Flash's bills, he could have some spare spending cash! Now he just needed to enact on his plan.

 **o0o**

As soon as Peter got home he ran up to his room, not even taking time to say hi to his Aunt and Uncle, and began rummaging through a box of old clothes. He needed something that would hide who he was, they couldn't have a high school student fighting in the ring. Eventually he found something a red hoodie, ski mask, and gloves. Peter looked at the hoodie, it had holes in the sleeves. He might be making a suit from old clothes, but he needed it to look good. He grabbed a pair of scissors and cut off the sleeves for the hoodie and instead put on a long sleeve blue shirt he had in his old clothes box. He also cut off part of the fingers on the gloves, just in case he needed his stick ability since it didn't work in gloves. He grabbed a pair of tight blue sweatpants that Aunt May had bought him in an attempt to get him to exercise more and put them on adding to his red and blue ensemble. Finally he grabbed a small pair of red socks, cut off the toe portion and the heel of it for the same reason he cut his gloves, and put them on. For a cheep homemade costume made from old clothes it didn't look bad, but it was still missing something. Peter thought for a second before flipping to his desk and grabbing a pair of black googles he kept in there for chemical experiments and putting them on. He had a little bit of trouble seeing out of them but he didn't care, made it easier for him to focus on his spider sense.

The way he dressed looked a little weird, but it almost looked natural on him, like he was meant to wear it. To put the suit simply, Peter had a red chest with a red hood and red mask with black goggles over that. his sleeves and legs were blue but his hands and feet were red, except for the areas he had cut out to reveal his skin. Peter was ready now, he just needed to wait until Wednesday.

 **o0o**

Peter put his normal clothes over his new wrestling suit, keeping his gloves, mask, and goggles in the pocket of the red hoodie. Saying something about going to the pacific branch of the Brooklyn library after school since it was right next to Barclays center, Aunt May and Uncle Ben wouldn't question him being near there or wanting to be there. Peter went through school as he normally did, having to try way to hard to hide his new suit, having a close call when he changed for gym class, but still managed to not let it be seen. Peter sat through his science class staring at the clock, never wanting it to end so fast. Finally the last bell of the day rang and Peter burst out the door in hopes of getting to the Barclays center as fast as he could, however his plans were interrupted by the sound of a car horn.

"Hey Pete," Uncle Ben yelled from the car, "come on get in the car."

"Uh... hey Uncle Ben," Peter said as he walked up to the car, "what are you doing here?"

"I was gonna take you to the library," Uncle Ben as he opened the door so Peter could get in, "it would take you an hour to get to Brooklyn by subway, so I decided to pick you up. Besides I wanted to talk to you." Peter knew that he'd be faster on his feet but he couldn't let Uncle Ben know he was gonna run across rooftops, so instead he just got in the car and let Uncle Ben drive him. "Now Peter," Uncle Ben said as he pulled out of the school pick up area, "I know you've been growing through some changes lately, when I was your age I went through the same thing."

"I can tell you now," Peter said, "you did not go through the same thing."

"Peter, everyone goes through these changes," Uncle Ben continued, "a change that makes people who they truly are. A change that makes them who they truly are. These changes are different for everyone. Sometimes it's a personal change, sometimes it's a change in social standings, it could be good, or it could be bad. I can tell your change is making you stronger, giving you more power then you have had before. I've seen how you want to use it and how you already have used it, but Peter what you need to remember is that with great power, comes great responsibility."

Peter thought about the words for the rest of the car ride. He was using these powers responsibly, wasn't he? He was trying to use his powers to help his family, was that not responsible. Uncle Ben stopped at the library and put the car in park so that Peter could get out. "Thanks for the ride Uncle Ben," Peter said as he got out of the car.

"No problem Pete," Uncle Ben said with a smile, "Just remember what I said."

Peter nodded in response and started walking up the steps to the library, at least until he saw that Uncle Ben was out of view and ran to Barclays Center.

 **o0o**

"And another victim of the SKULLCRUSHER," the announcer said as the champion stood over another competitor he had beat. Peter had been watching from the sidelines for at least 20 minutes, just watching all the fights. He had entered the center and took a seat at the top so that no one would notice him and just watched the fights in the wrestling ring that had been set up over the basketball court that was normally there. That was the fifth Skullcrusher had won, three had lost by tap out, the other two lost because they couldn't keep fighting due to broken bones. "Does anyone else dare to challenge OUR CHAMPION," the announcer said into the microphone.

Peter watched for a second to see no one else come along to challenge him, this was his chance. Peter quickly took off his hoodie and shirt and slipped off his pants and shoes. He began running down the steps to the arena, putting on his mask, goggles, and gloves before jumping onto the pole in the corner of the ring, balancing on top, sitting on his heels and crossing his arms in front of him with his fingertips on the pole to keep his balance. "I'll take him on," Peter said with confidence as he stood on the pole.

"OOOH, a mystery challenger," the announcer said with excitement, he walked over and put the microphone in Peter's face, "and who might you be?"

Peter hadn't thought of this. He couldn't go by his real name, which meant that he needed an alias. He had to think fast, "I... uh... I'm..." suddenly Peter came up with the perfect name. He grabbed the microphone out of the announcers hand and flipped into the center of the ring. He put the mic to his face and put his other hand in the air with a single finger pointing at the sky. He shouted into the mic so that his voice would ring throughout the entirety of Barclays, "I'M THE AMAZING SPIDER-MAN!"

The announcer took his microphone back and began whispering in Peter's ear, "that's really what you're going with kid?"

"Yeah," Peter whispered back in response, "what's wrong with it."

"Well you just don't seem all that... spidery," the announcer whispered.

"Give it time," Peter said, "you'll see what I mean."

The announcer just shrugged his shoulders before putting his microphone back to his lips, "Okay everyone, here we have THE AMAAAAAAAAAZING SPIDER-MAN!" There was a loud boo from the crowd, Peter responded by doing an over dramatic gasp and putting his hand on his chest. "But can the spider take on the ever infamous SKUUUUUUUUUULLCRUSHER and claim the $3000?" Peter saw the announcer hold up the cash as he made that last statement, he knew he had to get it, he knew he COULD get it.

"HEY BUG BOY," Skullcrusher shouted at Peter, "YOU READY TO GET SQUASHED?"

"You talking to me," Peter said with confidence, "because I'm an arachnid."

"I DON'T CARE WHAT YOU ARE," Skullcrusher shouted, "I JUST KNOW I"M GOING TO CRUSH YOUR SPINE!"

"That's misleading don't you think," Peter said with a smile, although you couldn't see it through his mask, "I mean a guy named Skullcrusher crushing spines. I could sue for false advertisement."

This set off the champ. He charged at Peter full force, Peter reacted too fast for him and flipped over him. "Missed me, missed me," Peter taunted, "please dear god don't kiss me. You're not my type."

The champ charged at Peter again, this time Peter grabbed Skullcrusher and pushed him to a stop. Peter put his hand against Skullcrusher's stomach and lifting him above his head. "H... hey," Skullcrusher said as Peter held him, "Put me down man."

"Okay," Peter said, "but remember that you asked for this." Peter then threw the champ out of the ring and sent him flying over the top rope. Peter threw his hands up in the air in victory, "YEAH, THAT'S HOW IT'S DONE! WOO!"

The announcer just stared at Peter dancing over his victory for what seemed like a full minute before finally shaking himself out f his trance, "Ladies and gentlemen, we... we have a winner. I present the victor, THE AMAAAAAAAZING SPIDER-MAN!"

At the sound of his alias, Peter stopped dancing and ran up to the announcer and grabbed his cash. As Peter was counting the cash, the announcer walked up and whispered in his ear, "hey kid, think you could do that again?"

Peter looked up and thought before answering, "if you keep paying like this, I'll do that as many times as you'd like. Now if you don't mind, I gotta run."

"Sure kid," the announcer said, "just show up next Friday and we'll do this again at this address." Peter got handed a card with an address on it. He nodded before running off and slipping out the door, grabbing his clothes as he ran. Peter slipped up to the roof of a nearby building and took off his mask and goggles so he could look at the money. He couldn't believe it, not only did he make an easy 3K in less then thirty minutes and he would be able to do it again next Friday. Peter couldn't help but cheer as he sat on the rooftop.

 **o0o**

Aunt May and Uncle Ben were sitting in the living room in silence, Uncle Ben reading the paper and Aunt May was trying to knit something together. Suddenly a small envelope slipped through the mail slot on the door. Both of them looked at each other quickly. "Who would be delivering mail at this time of night," Aunt May asked as she walked over to grab the small envelope. It had all of their information on it, but no return address. May slowly opened the envelope and dropped it once she saw what was inside. "Ben, Ben come see this," May said as she picked the envelope back up.

Ben walked over and looked inside it and nearly had a heart attack from what he saw. It was cash, a big stack of it. Ben counted it out, $3000 dollars in all. "Who... why... how..." Ben had so many questions.

"There's a note," May said as she pulled a small piece of paper out of the envelope and began reading it aloud:

 _Dear Mr. and Mrs. Parker,_

 _We at the school board recently heard of your struggles with money due to the incident between Peter and Mr. Thompson. We would hate to see Peter's bright future ruined due to one mistake, so we would like to donate these funds to you in order to help with you the hospital bills as a reward for Peter's hard work and effort. We will be sending more once we are capable._

 _Sincerely, the school board._

Ben and May couldn't believe it, they always knew that Peter's hard work would pay off, but they never thought it would pay off like this. Little did they know that Peter was hanging from the ceiling in the staircase listening to his Aunt and Uncle. He was so happy to hear them celebrate over the new wealth, even though it was going to have to go towards Flash's hospital bills. They were still happy, and so was Peter.

 **o0o**

Peter was so excited for next Friday. He could truly provide for his family, this had to be the best use of his powers. He went through Thursday like it was nothing, but Friday was interesting. "Parker," the gym coach said while Peter blankly threw basketballs, "have you thought about trying out for the basketball team?" To be honest, Peter hadn't thought about it. He had been so busy with the wrestling that he had forgotten about the offer. Peter shook his head in response. "Well Parker if you're still interested then why don't you try out after school?"

Why shouldn't he. Peter had already found the perfect use of his powers, so why not have some personal fun with his powers. "Sure," Peter said, "I'll come." Peter managed to get through the day and make it to tryouts, where he promptly showed off by only scoring three pointers (some of them he didn't even look at the net for) and easily made the team. Peter was making money, he was finally on a sports team, and he was actually popular. Peter was not only happy for his Aunt and Uncle, he was happy for himself.

 **o0o**

Peter had lived his good life for weeks. He had his career, making bank by throwing guys over the rope in the ring on Fridays, and his school life, with the popularity of being a basketball star and playing in games on Saturdays. He was living the high life, and it was great

Peter was going through an average Friday, thinking about his wrestling match tonight, when she came up to him. "Hey," A voice said as Peter went through his locker , Peter turned and went bright red when he saw Liz Allan, "what's up."

"Uh... Hey," Peter said nervously. Besides his Aunt he had never talked to a girl, much less the girl of his dreams. "N... Not much." Peter tried to lean against his locker, but missed and fell. "Thanks spider sense," he mumbled under his breath.

"What was that," Liz asked as she helped Peter up.

"Uh... nothing," Peter said, "just marveling at my own failure."

Liz let out a laugh, "okay then. Anyway I was wondering if you'd like to..."

"LIZ," Flash interrupted as he ran up to the two as he ran through the halls, "come on you can't leave me for puny Parker."

Liz looked at him, giving him an almost disgusted look, "Flash I told you, we're through." Peter didn't even realize they were dating to be honest. "You're a nobody now, so beat it."

Peter couldn't believe it. He was more popular than Flash Thompson, if he was dreaming then no one should wake him up.

Flash didn't have anything else to say, so he walked away in a huff. Liz turned her attention back to Peter, "anyway Peter, I was wondering if you wanted to hang out some time. Just you and me going to see the movie. How's tonight sound."

Peter was in shock. He was being asked out by the girl of his dreams, he had come so far since he had been just regular Peter Parker. "Yeah I'd be..." Peter cut himself off, he had realized a glaring problem. "I'm sorry," Peter said, "I can't do Fridays, I just got other plans. I'm sorry."

"Are you rejecting me," Liz said giving Peter a stink eye.

"No no," Peter said trying to keep her calm, "I just have plans tonight. Any other time would be fine, just not tonight."

"Yeah whatever," Liz said as she walked away. Peter was so angry. Not just because of her misunderstanding, but because he had to wrestle tonight. He might have to ask for more money tonight just for ruining his chance with Liz.

 **o0o**

Peter was getting ready for his match tonight, going into the closet and pulling down the fake wall he had made in order to get his suit. He quickly put his street clothes over his wrestling suit and went downstairs to head out, he was blocked by Uncle Ben. "Do you want to explain this," Uncle Ben said as he held up a sheet of paper.

"A paper," Peter said.

"Don't get smart with me," Uncle Ben said, extremely stern, "can you explain why you're failing science to us."

Peter had to think about his grade. Despite how much he liked the class, he occasionally had to skip it in order for him make his wrestling matches. "Don't know," Peter said in response.

"Yes you do," Uncle Ben said, progressively getting more angry, "why did the school call saying that you've been missing classes?"

"Don't know," Peter reiterated.

"PETER," Uncle Ben shouted, he was furious now, "this isn't you. Missing school, failing classes, and now you're shutting us out. Not to mention we've been getting anonymous 'donations' from the school. Tell me Peter, have you been selling drugs."

"What," Peter was baffled by the accusation, "no, god no."

"Well then please explain why all this has been happening," Uncle Ben asked, calming down, "you're better than this."

"Guess I'm not," Peter said, "now I got places to be can you please move?"

"You're not going anywhere," Uncle Ben said, "until this is resolved you're grounded and no more basketball either."

"You can't do that," Peter snapped, "that's my everything right now."

"Well then make science your everything," Uncle Ben said.

"Uncle Ben," Peter said, getting upset, "I need this, it's changed my social standing. It's made me better."

"It seems to have made you way worse," Uncle Ben said, "now go to your room."

"I can't," Peter said, "I have places that I need to be."

"Yes your room."

"Uncle Ben!"

"Peter," Uncle Ben was furious again, "your father put me in charge of you so you will go back to your room,"

That set Peter off. "WELL CLEARLY THAT WASN'T HIS FIRST MISTAKE OTHERWISE HE WOULDN'T HAVE GOTTEN ON THAT DAMN PLANE!" Peter then pushed Uncle Ben against the wall and burst out the door. He could here Uncle Ben yelling for him, but Peter didn't listen. Peter just ran and kept running. He hated how after all that he did for this family, this was his thanks. It shouldn't matter if he didn't take credit for it, they should just take the damn money and stop asking questions. You know what, tonight he'd just take the money for himself, why not? He deserved it after all he'd been doing for them. He could buy some new equipment for his lab, hell he might be able to buy a car (not that he needed one). Yeah, tonight he'd treat himself.

 **o0o**

Peter beat four guys in the ring that night, his pay had to be huge. He went back to the back office where the manager was to collect his cash. He was in for a surprise.

"Hey I need my cash," Peter said as he walked into the office. The manager ignored him. "HEY!" the manager looked at him.

"And why should I give you money," the manager asked.

Peter let an angry face that could be seen through his mask, "cause I beat all the assholes you threw at me."

"So? Listen kid I've been going through the books and I realized something, you don't have a contract. You just show up, beat up my guys, and then take my money. I haven't even seen your face, but you want me to pay you. Yeah, no."

"You can't do this," Peter slammed his hand into the desk, "I worked hard for that cash, I deserve it." The manager said nothing. "I'll go to the cops with this."

"and tell them what? You have no contract with me, so I don't even have to pay you. Hell I don't even know if you're 18 and you're fighting. Face it kid you're screwed."

"You can't do this," Peter was shouting now, "I had to cancel on the girl of my dreams for this. I slammed my uncle into a wall just to get here and now you're not gonna pay me?"

"I'm sorry," the manager said, condescending, "I missed the part where that was my problem." Peter was so angry, he just slammed his hand into the desk, cracking it in half, and leaving the room, bumping past some other guy as he did. Peter was so mad, today sucked ass and he hated it.

"HEY STOP THAT GUY," Peter turned to see some scruffy guy running down the hall with a bag in one hand, cash flowing out of it, and a gun in the other. Peter watched the manager run behind the scruffy guy shouting for someone to stop him. Peter was so angry at that stupid manager, or maybe just angry in general, and stepped out of the way so the scruffy guy could slip out the exit and make a break out the alley. "Kid," the manager said as he stopped next to Peter to catch his breath, "why didn't you stop him?"

"Oh I'm sorry," Peter said, "I missed the part where that was my problem." Peter then stepped out of the alley and pushed the dumpster over to find the bag where he kept his street clothes and slipped them on.

 **o0o**

Today sucked, Peter thought to himself as he walked forward, maybe I can apologize to Uncle Ben when I get home or maybe I should just go to my room and hide there for a couple days while the fire dies down. Peter kept walking along the sidewalk, not wanting to take to the rooftops like normal since he needed the time to think about what he was gonna say to Uncle Ben.

Peter kept walking until he came across a big crowd blocking his path, what was going on? Peter decided to push through the crowd, more to get past than to see what was going on. He pushed past all the people in an attempt to get past, no one was able to actually stop him since he used his strength to get past. Peter finally managed to make it to the center of the crowd, making his emotion shift from anger to fear. He couldn't believe the sight, it was horrific. Peter continued to force his way forward despite a police barricade.

"Sir," a policewoman said as Peter tried to push past, "please stay behind the barricade." She couldn't stop him as he forced his way past the woman. He managed to get past all the police that tried to stop him. He finally made it to where he was trying to go, and fell to his knees. Tears fell down Peter's face as he stared at his Uncle, covered in blood flooding from a gunshot wound in his chest.


	3. Great Responsibility

Chapter 3: Great Responsibility

"UNCLE BEN," Peter cried out as he stared at his bloody Uncle, taking a series of shaky breaths as he cradled the silver haired man in his arms.

Uncle Ben slowly turned his head to face him, letting out a smile. "Hey Pete," he struggled to say, "I've... I've been looking for you all night. Your... Aunt and I... We were worried."

"Don't talk," Peter said, "Just... just focus on your breathing." Peter looked around. "SOMEONE HELP HIM," Peter was shouting at the top of his lungs, voice cracking, "WE NEED AN AMBULANCE! SOMEONE GET HIM AN AMBULANCE!" Peter pressed down on his Uncle's wound in an attempt to make the bleeding stop. He pressed down as hard as he could, screaming for help.

"Peter," Uncle Ben said in between his strained breaths, "don't... don't blame yourself. There was... nothing you could have done."

"No no no," Peter said, keeping the pressure, "don't say that. You'll... You're gonna be fine. Just.. just stay with me. Please." Peter kept pleading with his Uncle, pleading as his breath slowed. It all led to the eventual, the inevitable, stopping of his breath as he closed his eyes. "No," Peter forced his voice through the tears, "please no. Stay with me, please stay with me." He placed his face against his Uncle's stomach and let his tears flow. He had no idea how long he sat there with his head against his Uncle, how long he just cried. The only thing to break the silence was the sound of a police radio. Peter couldn't make out everything, but he understood enough. A shooter had stolen a blue '73 Oldsmobile and was going southwest down 7th avenue. Peter knew that car, it was Uncle Ben's. That was him,that was the killer, it had to be. Peter got up, his looks of depression and torment replaced by pure anger. He took off in a full sprint towards 7th avenue, pushing through the crowd as fast as he could.

Peter took a short cut through some alley and began ripping off his street clothes. He was running as fast as his legs could move, putting his mask on as he did so. When Peter went to put on his goggles he instead slipped them back into his pockets, he wanted to look this bastard in the face when he took him down. Peter quickly jumped onto the wall and began crawling up it as fast as he could. When he got to the top, he began sprinting across the rooftop, jumped from one to the next occasionally not making it all the way and instead landing on the wall and climbing back up, and finally making it to 7th avenue. Peter could hear the police sirens to the north, the guy was coming south, he was heading his way. Peter watched as the red an blue lights came down the street, leading this charge was a familiar blue Oldsmobile.

Peter waited until the car was almost below him and jumped down to land on the trunk of the car. Peter could see the guy was wearing a ski mask to hide his face, he would rip that off and look him in the eyes. Peter began crawling onto the top of the car, he put his hands together, interlocked his fingers, and began hammering his fists into the top of the car. His spider sense blazed and he began moving to dodge bullets that the killer was shooting through the roof. Once the gunfire stopped, Peter once again began hammering down onto the roof, this time breaking through the roof. He grabbed the steering wheel and sharply veered it to the right, sending the car flying into a light pole. Peter jumped off and landed on a wall right before the car made impact. Peter looked down at the car, he looked down as the killer exited the car and began limping into the building, Peter opened a window and followed the killer inside.

 **o0o**

He was panicking. He was being chased by some red and blue... freak. Whatever it was, it had somehow landed on his car, dodged all his bullets, and ripped through his roof. What was this thing? What was chasing him? His heart was pumping as he walked up the stairs and reloaded his gun of the abandoned building he had fled into. He was on the top floor, the only way up was those stairs. Whatever was chasing him would get shot the minute it came up the stairs. "are you scared," the voice rang into the room. It had to be that freak, but how did he get into the building? He was panicking, what else could he do. He began walking around the room, pointing his gun in every direction, trying to find this freak. Unfortunately the freak found him first.

A blur of red and blue came down from the ceiling and kicked his gun away. Suddenly he was against the wall. "Do you know what you've done," the red and blue freak said as he pinned him against the wall, "DO YOU?"

"I'm sorry man," He said in a panic, "I just needed some cash, I needed a car to get away."

"YOU KILLED AN INNOCENT MAN," the red freak kept shouting, "YOU KILLED MY UNCLE JUST BECAUSE YOU NEEDED SOME CASH?"

"I'm... I'm sorry man," he said as he stared the freak in the eyes, "I didn't..." He was interrupted by a punch to the face. He went flying to the floor, onto his hands and knees. A hand grabbed him and lifted him back onto his feet only to get punched back down to the floor. This motion was repeated a couple of times, until the freak got sick of it and grabbed him by the shirt with both hands and lifted him off the ground. He was carried over to the window and smashed through it, being held over the city street.

"WHAT IF I JUST KILLED YOU," the freak shouted, "WHAT IF I JUST THREW YOU OUT THIS WINDOW AND LET YOU DIE?"

The criminal was begging for his life, begging for Peter not to throw him down into the streets below. Peter wasn't listening, he didn't want to listen to this... this scum. But there was one thing he wanted, he wanted to look at this guy in the face. He held the guy over the city street with one hand and used the other to take off the ski mask the criminal was wearing. Peter went from anger to shock in an instant, he stumbled back into the building, dropping the criminal onto the floor. Peter couldn't believe it, he remembered this guy. It was the scruffy guy, the one who robbed the wrestling ring, the guy he didn't stop. Peter couldn't move, he was too shocked by the turn of events. He couldn't believe it, he couldn't believe that he could let something like this happen.

The killer walked over and picked up his gun pointing it at Peter's face. "Goodbye freak."

Right before the trigger was pulled, Peter's spider sense kicked in. He dodged the shot and grabbed the gun out of the guys hands and punched him onto the floor. Peter leaned down and grabbed the man, just staring at him. Peter then began repeatedly punching him, just unleashing his rage into this man. Once he had knocked the man unconscious, he just stared at him. He debated what to do with him. He stared at the window, stared at the gun, thought of how easy revenge could be. And in that moment, Peter knew exactly what to do.

 **o0o**

Captain Stacy led a horde of officers into the building. They stormed the building in hopes of finding not just the car thief, but also finding the strange vigilante that had attacked him. Captain Stacy happened to be nearby when the call about a car chase with a red and blue vigilante banging down on top of it, he needed to see this. They stormed the building where the two suspects were last said to be seen hoping to find them.

"CAPTAIN STACY," an officer shouted from up the stairs, "COME SEE THIS!"

Captain Stacy ran up the stairs as fast as he could. He got up there to see a sight to behold. It was the car thief, beaten to unconsciousness, and tightly tied to a support pillar in the building with some of the rope that was lying around the building. Captain Stacy was in a moment of shock as he stared at the unconscious criminal.

"Search the building," Captain Stacy said to the officers, "find the other guy. There's only one entrance to the building and no one's come out of it, so that means he's still on the premises. Find him."

Officer's began searching the building in hopes of finding the vigilante, not realizing that their search was in vain since the vigilante had already left.

 **o0o**

Peter crawled up to the tallest building he could find, he needed to be alone after what had happened. It was all his fault. If he hadn't run out so late at night, Uncle Ben wouldn't have been looking for him. If he had stopped that guy at the wrestling ring, he wouldn't have been anywhere near Uncle Ben that night.

Peter had no idea how long he sat on the rooftop, probably a couple of hours. He didn't want to go home, he just wanted to wallow in his own guilt. He finally decided to go home. He ran back to the little house in Queens, sneaking in through the window since he lost his street clothes in his rage. He took off his wrestling suit and switched into street clothes, throwing the wrestling gear behind the fake wall.

He began walking downstairs to see Aunt May, he needed someone to talk to. When he came down the stairs from his room, he saw Aunt May crying. Police must have come earlier and told her what happened. Peter walked over to her, she looked up at him. She didn't say a word as she quickly wrapped her arms around Peter, he responded by doing the same. The two just stood there, holding each other tight, mourning the loss of their loved one.

 **o0o**

The funeral was long, at least it seemed that way. Peter had used all of the remaining wrestling money to give Uncle Ben the proper burial he deserved. As he walked over to the casket to say his goodbyes, he apologized. Apologized for how their last conversation was a fight, apologized for running out, and apologized for not stopping the man who killed him before he had the chance to. Tears ran down his face, each one stung as it flowed down.

After the funeral, Peter and Aunt May went back to the house. "I'm sorry," Peter said, staring at the floor.

Aunt May looked at him in confusion, "why are you apologizing?"

"It was my fault that Uncle Ben was out there," Peter said, "and... and the man who killed him, I could've stopped him."

"Peter," Aunt May said in her normal comforting voice, "there was nothing you could have..."

"But there was," Peter interrupted, his tears falling to the floor, "I saw the killer earlier that day. He had just robbed someone and was trying to escape past me, but... but because the guy he robbed screwed me, and because I couldn't be the bigger man, I let him... I let him get away." Aunt May stared at Peter as the tears ran down his face and dripped to the floor, "it's... it's all my fault."

Aunt May wrapped her arms around Peter, "Peter, there was no way you could've known. Many people would have done what you did."

"But he wouldn't have," Peter cried out, "Uncle Ben always told me to be the bigger man, but I couldn't. I got... things began to change and... and I let it go to my head. I took advantage of it... and it's all my fault."

"Peter," Aunt May said as she put her hand on his shoulder, "I know... we both know that Ben would hate for you to blame yourself. He always hated to watch you suffer when you made a mistake, he would definitely hate to see you now." Peter just kept crying. "Peter, I know you want to blame yourself, but remember that somethings are just out of your control. We all make mistakes, it's how you learn from them, how you move forward that matters."

Peter didn't know what to say, "I... I need to be alone." Peter went up to his room and shut himself in.

 **o0o**

Peter became very shut in, he was like this for weeks. People tried talking to him, saying they heard what happened on the news. To be fair it was big news, homicide, theft, and a strange vigilante. Everyone heard about it. Whenever people talked to him, it was about what happened. Some gave their condolences, others simply tried to comfort him, and some just walked by feeling sorry for him. Peter quit the basketball team, he really wasn't in a mood for sports anymore, not after what happened with his wrestling career. He often went on autopilot through school, only to go home and lock himself in his room for the rest of the day. This was the way Peter was now, much to Aunt May's disliking.

"Hey, Parker," a voice shouted at him one morning as he got ready for gym class. Flash Thompson was staring at him from the end of the hall, "No no,I... I mean Peter. Listen I heard what happened."

"Seems like everyone has," Peter said, "now if you don't mind, I prefer if you don't make fun of me today."

"No," Flash said, "I... I wouldn't man. I just wanted to say... I'm sorry. No one deserved what happened to your family man. I'm just... I'm really sorry."

Peter had to stop to consider what was happening. Did Flash... Feel bad for him. This was a new experience. "Listen," Peter said, "you don't need to apologize. It's not your fault, if anything it's mine."

"Man don't blame yourself," Flash said, Peter was a little sick of hearing that, "I may not have not lost someone the way you did, but I did lose someone." This was another new feeling, Flash opening up to him. "When I was a kid my mom left, I don't even remember what she looked like 'cause I was so young. I always thought it was my fault."

"But that's the thing Flash," Peter said as he closed his locker, "this actually was my fault."

"So was my mom," Flash said, "found out later in life that she left cause she didn't want kids, but didn't want to... get rid of me." Peter didn't know what to say to that. "I know what it's like for someone to leave you, what it's like when it seems like it was all your fault. You got a good chance of doing something great with that big brain of yours, better chance then I got, and you got a great Aunt to help you forward. I know your Uncle wouldn't want this, he was a good man that wanted the best for you."

Peter felt weird. Not only was he getting advice from Flash Thompson, it was good advice. Flash was actually trying to help him. Peter let the words ring. Flash was right, Peter didn't want to admit but he was right. Uncle Ben would've hated to see him like this, he had been told this by Aunt May constantly. But it was how Flash encouraged him, how he was the one telling him this. Uncle Ben always could bring out the best in people, and even in death he still did it. Peter realized he needed bring out the best in himself, to truly honor the memory of his Uncle. "Thanks Flash," Peter finally said, "that really helped."

 **o0o**

Peter ran back home after school, using his powers to get back quicker. He had been only thinking of himself, ever since he got these powers that's all he's been doing. He broke someone's hand, used them to cheat at two different sports, he finally knew how to use them.

"Hello Peter," Aunt May said as he burst through the door, "how was your day."

"Today was actually really good," Peter said, "I really learned something that helped me out a lot." Peter then let out a smile, a genuine smile. Aunt May couldn't believe it, she hadn't seen Peter like this in weeks. She simply smiled back as Peter walked up the stairs. Peter walked over to his computer and turned on a live news report. Peter walked over and opened his closet, pressing his fingertips against the back wall and pulling it off.

Peter stared at the cheap costume, thinking everything he did in this costume. "With great power, comes great responsibility," Peter repeated the words to himself. He kept telling himself that he was using his powers for the right reasons, he told himself that he was using them responsibly. But he was using them for his own gain, using them for profit, for revenge. He knew how he needed to use them, he needed to use them for good, for others.

"Breaking news: an armed robbery at the BP gas station on the union turnpike, the suspect has currently fled the scene with police giving chase," the news reporter said, that wasn't far from here.

Peter looked at his costume and let out a smirk. "Time to take responsibility," Peter said to himself, he then grabbed the costume, slipped it on, and slipped out, heading to the union turnpike.

 **o0o**

Norman stared at the screens, watching this vigilante. He had appeared two weeks ago, stopping robberies, saving people from fires, and generally stopping crime. He would show up, stop the criminals, and disappear after tying the criminals up, leaving a simple note each time:

 _courtesy of your Friendly Neighborhood Spider-Man_

All of the footage he had of this "Spider-Man" was taken by random civilians who happened to be nearby when he stopped these crimes. He showed feats of strength beyond imagine. He lifted cars, jumped on top of buildings from a standing position, running at speeds equal to cars, he was exactly what Norman was looking for.

"You wanted to see me sir," his lead scientist said as he stepped into the office.

"Dr. Octavius," Norman said, not looking away from the monitors, "I asked you to study this... vigilante. What have you discovered?"

Octavius fiddled with the tablet he was holding and took over one of the screens Norman was looking at, showing a map. "After running an analysis on his response times, I have been able to determine two points of origin," Octavius said as he circled the two areas on the map, "one is a large high school campus in the Queens borough and the other is a small rural area in the same borough."

"Obviously meaning he lives in the Queens borough," Norman said, staring at one of the circles on the map, "why does that school seem familiar?"

"I believe your son went there sir," Octavius answered nervously, "before you had him transferred to a private school."

"Ah... yes," Norman said, "I did try to forget about that... disgusting public school." Norman stared at the screen for a long time before speaking, "I want to test this spider, see how strong he is. If this strength is non mechanical, we could be looking at the solution to the formula."

"The SC-506 exoskeleton has shown spectacular results," Octavius said, "perhaps we could put him against it?"

Norman leaned back in chair, "equip Mr. Gargan with the suit, he is our best pilot, and send him to the high school."

Octavius nodded and left the room. A few minutes after Dr. Octavius had left, Norman received a call over his intercom from his secretary. "Mr. Osborn," she said, "I'm afraid your son, Harry, was expelled from The Dalton School for fighting." Norman let out a mild sigh, but quickly changed his tone when he came up with a plan. "Mr. Osborn?"

Norman pressed the small button on his intercom, "I want you to put Harry back into Midtown High School."

"Uh...sir," the secretary said, "I thought you din't want Harry going there?"

"I changed my mind," Norman said, "it was the only school Harry has not been expelled from, he clearly likes it there, so send him back."

His secretary waited a minute before responding. "Very well sir."

Norman not only had a soldier ready to attack, he had a spy who could examine the students. Granted he couldn't let his spy know. If Harry knew that his father was using him like this, he would not go along with this plan. Norman would have to slip a camera or a microphone onto his son, thankfully he always wore that ridiculous jacket so that would be easy. Norman had a plan, he would find out everything about this "Spider-Man" and then take his strength, his speed, his agility, and put it in every soldier. He would make an army of Spider-Men, and become rich beyond imagination.


	4. Webs and Stingers

Chapter 4: Webs and Stingers

Peter pressed the small record button on his laptop. "Testing web-shooter prototype number three," Peter said once the small red light popped up on his screen. Peter had been saving people as Spider-Man for about three weeks now and noticed a serious problem, all these guys had guns and knives and he had nothing. Peter decided he needed something, so he designed a special kind of weapon for himself. He decided to re-purpose the super glue he had made and put it into a series of small airtight containers, then putting them into a dispensing system of his own design. It shot out the glue in a long stream, creating a long string almost like a web.

This was Peter's third attempt at his web-shooter. The first was designed that when he made a fist, it would shoot out of a nozzle on the back of his wrists. Peter scrapped it because he kept wasting his glue since it fired every time he punched a guy. His second web-shooter was designed so that it only went off when he pushed down a pressure plate on his palm with his middle finger and ring finger, if any other fingers touched the pressure plate it didn't work. He scrapped it because when he was trying to disarm a guy with his web-shooter, he ended up failing to grab his web line when he shot it because he was shooting it out of the back of his hands. It was hard to grab and would just fall to the floor.

Peter changed the design so that the web lines shot out of the bottom of his wrists instead of the back. Peter basically had been up all night working on it, sitting in his spider suit in his lab and messing with his new invention. As soon as Peter finished he put on his new web-shooter and prepared to test it. He had been recording the tests so that he could see what went wrong when it failed. Peter aimed his new web-shooter at the wall and fired it. A long web line shot out and Peter quickly grabbed it in his hand. The web line stuck to the wall and Peter began pulling on it. He then let out a quick press of his other web-shooter and fired a small ball of web at the wall, when it hit the wall it exploded into a small kind of net like thing. His new web-shooters worked perfectly. Not only did it fire perfectly, he could easily grab the web lines he made and create a form of net to tie up bad guys. Peter would stick with this design until it proved ineffective.

Peter kept pulling on his web line, he had never actually tested how durable they were. He pulled on it as hard as he could, accidentally pulling out a huge chunk of the wall out when he did so. "Peter," Aunt May called from up the stairs, "is that you?" Peter's eyes went wide as he panicked. Aunt May couldn't come down here and see the hole in the wall, or even worse him in his suit. He acted fast, grabbing one of the large file cabinets and moving it in front of the hole in the wall and quickly leaping to the door and poking his head out as Aunt May opened it. "Peter, what are you doing down here?"

"Oh, nothing," Peter said trying to play it off, "just working on some experiments."

"I heard banging," Aunt May said, trying to look in so that Peter almost had to use his spider strength to keep her out, "is everything okay?"

"Yeah," Peter lied, "I just... knocked some stuff over. Everything's fine."

"Okay then," Aunt May said, "well finish up you're going to be late for school."

Peter had forgotten about school, he had been so focused on his web-shooters. He had no sleep and worse, he'd have to go upstairs to get his clothes in his spider suit. Peter couldn't slip past Aunt May like this, he needed to think quickly. "I'll be up in a minute I just need to finish something."

Aunt May went back into the kitchen and closed the door to the basement. Peter hopped down and quickly went to the other basement door that went outside. He slipped out and jumped up to his bedroom window and slid in. Peter went into his closet and put his clothes on over his suit and then jumped back out the window and slipped back into the basement, right as Aunt May opened the door again. "Peter what is taking you so long?"

"Sorry Aunt May," He said with a laugh, "just had to grab something."

"Well you better get running," Aunt May said, "School starts soon." Peter looked at the clock, he only had about ten minutes to get to school, he could make it easily.

"I better get going," Peter said as he walked over and gave Aunt May a kiss on the cheek, "otherwise I could be late."

"Don't you want to eat," Aunt May asked.

'I'll get something later," Peter said as he ran out the door, "I gotta go. Bye Aunt May." Peter burst out the door, Aunt May was calling to him about something but he needed to hurry. He began running at full sprint before jumping onto a small building and jumping across the rooftops. If he kept this pace he could easily get to school in time, to bad nothings ever easy.

A loud alarm started blaring on the street below, a robbery. Peter let out a quick sigh, accepting he was gonna be late again and began switching into his spider suit. He jumped down and stepped into the store to see two men with shotguns holding up the man at the counter, having him put all his money into a large sack. Peter leaned against the door frame and let out a loud clearing of the throat to get the two men's attention, "unless you guys paid with a thousand dollar bill, I don't think that's the correct change."

"Spider-Man," one of the crooks yelled out.

"What's up," Peter said, "always glad to meet a fan." Both of the men pointed their guns at Peter, he responded by firing web lines onto the barrels of both guns, flinging the guns into the air, and firing web balls to make the guns stick to the ceiling. Both of the robbers looked at him with shock. "Like them," Peter said, gesturing to his web-shooters, "made them myself. Spider needs his webs, am I right?" The robbers charged at him, so he shot a web line onto each of their legs and pulled to make them fall on their backs. He shot a series a web balls onto the two criminals, sticking them to the floor. He picked up the bag of money and put it back on the counter. "I think this belongs to you."

"Yeah," the store clerk said, "thanks Spidey."

"Spidey," Peter said, "I like that." Peter was ready to head out the door but stopped real quick and grabbed a pack of packaged donuts. "You mind?" The store clerk shook his head and Peter promptly walked out the door with his breakfast of donuts. Peter hopped back up to the roof, grabbed his clothes, and put them on. He put his mask, goggles, and gloves into the pocket of his spider suit's hoodie. He ran across the rooftops toward the school. Peter was pretty happy with himself, that recognition kind of made his day. It seemed like he was becoming a real super hero.

As Peter jumped onto the building across from Midtown, the first bell rang. "A real super hero who can't make it to school on time," Peter mumbled to himself. He promptly jumped into the nearby alley to avoid being seen and ran into the school. "Mr. Parker," his history teacher said as he walked into class, "late again?"

"Sorry ma'am," Peter said as he took his seat, "I just got stuck at an intersection."

"Mr. Parker," the teacher said, "you've been late more times than I can count, I'm going to have to give you detention."

Peter sighed, "Yes ma'am." Peter was upset, but what could he do? He would just buckle down and deal with it. Peter reached down to his backpack to grab his history book, only to realize that he forgot his backpack. Great he had detention and he didn't have his book how could this morning get worse.

At least he had his breakfast. Peter pulled the pack of donuts out of his pocket and began to open it, only to have it taken out of his hands by his teacher. "There is no eating in my class Mr. Parker," She said taking the donuts and putting them in her desk. Best morning ever if you asked Peter.

 **o0o**

Peter got through history relatively easily, just a couple of assignments. Peter walked over to his locker to grab his gym clothes. "Yo Parker," Peter turned to see Flash walking over to him. Flash had actually been a lot nicer to him recently. Maybe it was because he felt bad for Peter with all that happened, or maybe he was scared because he knew that Peter could easily break his hand. Either way Peter didn't complain, it was kinda cool. While him and Flash weren't the best of friends, more along the lines of friendly rivals, but they certainly got along fine. "You hear about Spider-Man this morning?" Peter shook his head. "He stopped a robbery not far from here. Man I wish I could've seen that."

"I didn't realize you were a fan," Peter said.

"Of course I am," Flash said with excitement, "he's freaking awesome. I even bought this shirt of him." Peter hadn't noticed before, Flash was wearing a black shirt with a red spider on it.

"Is that really a Spider-Man shirt," Peter asked.

"Better be," Flash said, "I paid 20 bucks for it." Peter laughed.

"Flash Thompson and Peter Parker getting along," a voice came from behind them, both turned to see familiar red hair and black leather jacket. "It's official," Harry continued, "the world is coming to an end."

"Harry," Peter said with excitement, running over to his friend, "I haven't seen you in weeks." Peter stopped when he got to Harry and the two bumped fist's.

"Sorry man," Harry said, "one day my dad moved me to some fancy private school without warning, then I got expelled so he gave up and moved me back here."

"So let me get this straight rich boy," Flash said as he walked over to join them, "you got to some fancy private school that some kids could only dream of and you not only got expelled, but came crawling back to our cheep little school?"

"Yeah," Harry said, sizing up to Flash, "I personally never been one to make smart decisions, kinda fit in with guys like you."

Peter could see where this was going, "hey hey. Harry, Flash has actually been pretty cool lately, you don't need to protect me from him anymore."

Harry stopped and stared at Peter, he made a weird hand motion over his face. "You're not wearing your glasses."

"Oh... uh... yeah," Peter had forgotten that he had worn glasses at any point, "I... just started wearing contacts."

"I thought you hated contacts," Harry said, skeptically raising an eyebrow.

"I did," Peter said, "but they were... easier so I... got over it." Not his best lie, but good enough.

"Okay," Harry said, shrugging his shoulders, "whatever floats your boat." Peter let out a sigh of relief.

The two caught up until the bell rang. Harry, Peter, and Flash said goodbye and went to their classes. Today was actually turning around, he was really happy that his friend was back. He may still have detention but hey, at least things couldn't get any worse. And then things started exploding.

 **o0o**

"EVERYONE, PLEASE EVACUATE THE SCHOOL IN A CALM, ORDERLY MANNER," every teacher seemed to be yelling this or something along these lines. The school was under attack by... well no one could see it. The entire school was in a panic, everyone trying to get out as fast as they could.

"WAIT," Harry yelled at the top of his lungs, "PETER IS STILL IN THERE! WE NEED TO GET HIM OUT!" The teachers had to hold him back to keep him from running back in the school, "I NEED TO HELP HIM!"

"Excuse me, pardon me," a voice came out from among the crowd. Suddenly a man in red and blue jumped over the rest of the crowd. "Break way," Spidey said, "big time super hero coming through." Spidey landed on the ground in front doors and burst inside the school.

 **o0o**

 _10 minutes earlier_

Peter was one of the first to hear the explosions, the first one not happening far from where he was. He burst into a sprint and went searching for somewhere to change into his spider suit. He quickly ran into nearest bathroom he could find and began taking off his street clothes. Wait, Peter thought to himself, if I just change in here people are going to wonder how or why Spider-Man was in the school. People were evacuating all around campus, he needed to ensure at least a couple of them saw him enter the school so no one would ask why Spidey was in the school. I can guarantee no other super hero has to do this, Peter thought as he put on his mask and fully slipped into his Spidey persona.

Spidey quickly found a small window close to the ceiling of the bathroom. He jumped up onto the ceiling and walked over to the window, breaking it open so he could slip out. He quickly ran through a series of bushes around the school to not be seen, making his way to the front of the building. He hopped out of the bushes behind a large crowd and began pushing his way through.

"Excuse me, pardon me," Spidey said as he pushed through the crowd, jumping over the last of the people, "big time super hero coming through." Spidey landed in front of the school and charged inside the school. He went running through the corridors, searching for whatever had been causing the explosions. It didn't take long.

Spidey turned the corner to see a green, metal... thing with a tail, firing missiles from his wrists at the wall. "Hey buddy," Spidey said to get the things attention, it began to turn around to face him, "class is in session, time for me... to... teach... you..." Spidey froze in fear as he looked up at his opponent. He stood up straight and towered over Spidey, having at least two heads on him. He was wearing a green metal suit with a yellow chest piece. It had a long tail with a sharp stinger at the end. The only reason Spidey was able to tell he was human was because he could see the face sticking out of the helmet, most of which was covered by a large visor. The best way Spidey could describe him was a giant metal scorpion. Spidey stared at it in pure fear, "Mommy."

The creature whipped his tail around and sent Spidey flying back. "I've been waiting for you," the scorpion said, "You took a little bit longer than I expected."

"I always did hate to keep a girl waiting," Spidey said as he jumped back onto his feet, "at least now we can get this fight started." He had no idea why he was cracking jokes like this, this guy certainly wasn't like anyone he's fought before. it may have been that if he wasn't making these jokes he would probably just end up wetting himself out of fear, and he really didn't want this guy to see that.

"Come here," Scorpion said, "I just need one thing from you and then I get to have fun with you."

"Listen here stinger brain," Spidey said, taking an over dramatic pose and pointing at Scorpion, "if you really wanted a fight to figure out who the best arachnid, you could've just asked.

"SHUT UP," Scorpion yelled as he charged at Spider-Man, trying to jab him with his stinger. Spidey figured it must have had some sort of poison in it, so he dodged every strike from it.

Spidey caught one of the strikes from the stinger and then wrapped his arm around the tail, gripping it tight. He started spinning Scorpion by his tail and threw him down the hall against the wall. "All those years of playing Mario 64 are finally paying off," He said as he dusted off his hands. Scorpion got back up onto his feet rather quickly and prepared to charge again, Spidey prepared to do the same. Both of the arachnids ran at each other at full speed. When they got close, Spidey dropped to the floor and slid between Scorpion's legs, shooting a web line onto each as he passed through them. Spidey jumped to his feet and pulled hard on his web lines, making Scorpion fall hard on his face. Spidey quickly shot a series of web balls onto Scorpion to stick him to the floor.

"Yes yes yes," Spidey said as he jumped in the air, "Spider-1, Scorpion-0." Spidey turned to leave, enjoying his victory over his first super villain, when his spider sense started blazing. He turned back toward Scorpion, just in time to see his tail smack him in the face. Spidey got bashed against a series of lockers and fell to the floor as Scorpion ripped through his webbing. "Uhg," Spidey said as he tried to push himself back up, "Scorpion-1, Spider-0." He pushed himself onto his hands and knees in an attempt to get back up, only to get hit on the back by Scorpions tail and slammed back into the floor.

Scorpion stood on Spidey's hands and put his hand on his arms so that he was pinned to the floor. Spidey tried to wiggle free from his opponent's grasp, but couldn't manage to do so. Scorpion prepared to ram his tail into Spidey's arm. "Don't worry spider," he said, "this will only hurt a bit." Spidey had to act fast. When Scorpion tried to strike his arm, Spidey used all his strength to force his arm free and avoid the stinger so it only grazed him. Spidey elbowed Scorpion in the chest as hard as he could and sent his opponent flying into the ceiling. Spidey flipped over onto his back and caught Scorpion on his feet, kicking him off and sending him through a wall to the outside.

Scorpion slowly got up, Spidey clearly able to tell that he was in pain. "Don't suppose you're ready to give up," Spidey shouted from down the hall, "cause I'm still ready to go." Scorpion looked at Spider-Man, his visor broken so you could actually see the anger in his eyes. Out of nowhere, sirens began blaring into the building. Emergency services have arrived.

"We'll finish this another day spider," Scorpion said, and like that, he took off. Spidey ran to the hole Scorpion escaped through and looked around, only to see the villain had escaped.

Spidey couldn't follow him now. People believed that Peter Parker was still in the school, he needed to make sure that they found him. Spider-Man ran back into the school and went to hide.

 **o0o**

Harry was so scared. Peter had been in the school during that whole fight between Spider-Man and that other guy. He couldn't help but be worried for his friend. What if he didn't make it out? What if he had gotten hurt? What if... What if...

"WE FOUND HIM," a firefighter said, helping Peter walk out of the school. Harry ran over and gave his friend a giant hug.

"Man I was so worried for you," Harry said as he held Peter, "I was afraid those freaks could've killed you."

"Don't worry Harry," Peter said as he hugged Harry back, "I'm fine. I went to the bathroom between periods, I was hiding in there the whole time they were fighting. They were nowhere near me."

Harry let out a sigh of relief, "next time something happens, run man. We both know how bad things could've been if you had been near that fight."

"Listen Harry," Peter said with a smile, "I promise I won't go anywhere near a fight like that." Peter hated lying to his friend, but he didn't want Harry to worry about him.

"Well students," Mr. Davis shouted, "seeing as how the school has been under the attack by... well super heroes and villains, I'm afraid I'll have to cancel school until further notice." Loud cheering echoed from the students. "However," Mr. Davis continued, "You will be required to make up for these days at the end of the school year." A mix of awes and boos came from the crowd. "Now students, please return home safely."

 **o0o**

Peter could've cared less about school, he was more interested in Scorpion. Who was he and why did he want Peter dead? Had Peter stopped him before? No, there was no way some street thug could've gotten his hands on a suit like that. He had to be some psycho who just wanted Peter dead for no reason other than he did.

"Peter," Aunt May said confusedly as he walked in the door, "you're home early."

"Uh... yeah," Peter said, "something happened at school. That spider guy got caught in a fight there."

"Oh my god," Aunt May said, rushing over to grab him, "are you okay?

"I'm fine Aunt May," Peter said, putting his hand on her shoulder to comfort her, "but I do need some time to think." Peter kissed her on the head and walked down to the basement. He began research, trying to find any information on Scorpion and his suit. A suit like that is not built overnight. It requires time, funding, materials, stuff that can be traced to a source. Peter just needed to find that source, and then he would have the drop on Scorpion.

Peter had to have researched for hours, just typing in anything that seemed like it could lead to information on that suit. It didn't work. There was absolutely no information on his suit or where it came from. Peter had nothing on Scorpion, but there was a chance he knew something about Peter. He was looking for Spider-Man so he attacked the school, was there a chance he knew who Peter was. No, he would've attacked Peter at home or when he was alone. It was probably just coincidence, attacking a populated place to draw Peter out. Peter had nothing on Scorpion, but Scorpion had nothing on him either. All he knew was that Scorpion wanted him and him alone. "We'll finish another day spider," Scorpion's words rang in Peter's ears. He was going to do this again, and when he did, Peter would stop him.

 **o0o**

"I'm sorry Mr. Osborn," Mac Gargan said as he stared at his boss

Mr. Osborn did not look at Mac, instead facing a screen showing the news report on the fight at Midtown High School. "Why are you apologizing Mr. Gargan," he finally said after minutes of silence.

"Be... because I failed sir," Mac said, "I didn't get the sample."

"Mr. Gargan," Mr. Osborn said, turning to face Mac, "I gave you two duties. One was to get a blood sample from him so we may examine it. The other was to test the strength of the Spider-Man, see if he truly was as strong as we thought. You succeeded in one of these tasks. The spider has shown his strength with his ability to damage your exoskeleton and throw it around like a child's toy. There is no possible way he can hide any technology under that skintight suit, it is all physical strength." He walked over and stood in front of Mac, "once your exoskeleton is repaired, I want you to search for the spider."

"Yes sir," Mac said, "I will achieve my other task."

"Good," Mr. Osborn said as he stared down Mac, his stare seemed to go into the depths of Mac's soul, "however if you fail, I will ensure you burn for your failure. Are we clear?"

Mac stared at Mr. Osborn, fear in his eyes, "ye...yes sir."

 **o0o**

Peter was enjoying the time away from school, it gave him time to upgrade his gear. He had redesigned his web-shooters so that the pressure plates popped out of the shooter when he pressed a small button on top, that way the pressure plates weren't always visibly on his palm. He designed a new belt that contained extra web fluid cartridges in case he ever ran out. He also worked on strengthening his web fluid so that Scorpion couldn't break through it again like he did during their last fight.

Peter didn't know what to do with his free time. Other then patrolling the city and stopping some petty crimes here and there, Peters next couple of days were fairly calm. He actually got to enjoy himself for once, enjoy some peace and quiet. He hated it to be honest, there was nothing for him to do at home. He would sometimes just watch the news waiting for something involving the Scorpion to pop up. That didn't come any time soon.

"Peter," Aunt May said as Peter watched the news, "I was going to times square to see some friends, I was wondering if you'd like to come with."

Peter didn't turn away from the screen, "no thanks Aunt May. I'm waiting for something, I was kinda hoping to be here for it."

"Okay Peter," She said, "I just thought you might like to get out of the house, you haven't been outside for almost a week." She really had no idea.

"I'll be fine," Peter said, "Once my stuff get's here I can guarantee I'll head out."

"Fine Peter," Aunt May said as she went out the door, "I'll see you later, I love you."

"I love you too," Peter said, waving goodbye.

Peter sat at the TV for hours, waiting for anything on Scorpion or anything similar. He wanted to get this guy the minute he poked his head out again. A couple hours later, he finally got what he had been waiting for. "Breaking news," the reporter said, "a large man in a mechanical suit is attacking times square. According to eyewitness reports, the man attacking is the same one that attacked Midtown High School earlier this week." Peter jumped to his feet at the words, Scorpion was attacking again. But that wasn't what made him jump so quick, it was the location. "Aunt May," Peter said to himself. If she was still there, then she was in danger. Peter bolted down to his lab, grabbed his gear, and set off toward times square.

 **o0o**

"I'M CALLING YOU OUT SPIDER," Scorpion shouted as he fired his weapons around times square, "WHERE ARE YOU?"

He had been causing destruction for about 20 minutes, calling for Spider-Man the whole time. May was terrified, this monster was causing such pointless destruction simply to draw out that poor boy. She couldn't believe it, so pointless. She wished she could do something about it, to stop the pointless attacks from this foolish man. He was basically holding all of times square hostage, anytime someone tried to leave he would fire a missile. He wanted all these people here to ensure that Spider-Man would come to him. He wanted Spider-Man in times square.

"SPIDER," Scorpion shouted, pointing one of his missiles at the balcony May and other civilians were hiding under, "SHOW UP OR THESE PEOPLE ARE GONNA BE BURIED IN RUBBLE!" Spider-Man was nowhere to be seen. "ALRIGHT SPIDER, YOU ASKED FOR THIS." Scorpion fired one of his missiles into the balcony causing it to the collapse. Everyone curled up under it and braced for impact, but it didn't come.

"Yo green giant," a strained voice said, everyone looked up to see Spider-Man holding up the balcony, "I think you dropped this." Spidey threw the balcony with allhis might at Scorpion, who promptly shot it with a missile and turned it into rubble.

"Finally decided to show up did you," Scorpion said, letting out an evil smile as he did so.

"What can I say," Spidey said, heaving from catching and throwing that balcony, "I'm not one to ignore my loving fan base." Spidey turned to look at the civilians behind him, "this is gonna get ugly. You might wanna run." Everyone began to ran away, except for one familiar silver haired woman who came closer to him.

"Be safe," May said, "and beat him down." Spidey let out a smile that could almost be seen through his mask and nodded. Aunt May ran off to find safety like the others.

"How cute," Scorpion said, "you know after I kill you, I think I'll kill her. Just for the hell of it."

"To bad you're not gonna kill me Scorpion," Spidey said with confidence.

"Awe how cute," Scorpion said, "you named me."

"Well 'sociopath who has his eyes set on killing me' was too long," Spidey said, "so Scorpion was easier." Spidey cracked his knuckles, "so Scorpion, ready for round two?"

"Not yet," Scorpion said, "we need to go to my special arena." Scorpion then popped out a series of claws on his hands and feet and jumped up the nearest wall, digging his claws into the wall and climbing up it.

"HEY," Spidey shouted up the wall, "WALL CRAWLING'S MY SHTICK. IF YOU SHOOT ANYTHING THAT EVEN LOOKS LIKE A WEB, I'M SUING!" Spidey then jumped up onto the same wall as Scorpion and crawled up in pursuit of the villain. The two ended up on the roof, Scorpion standing as if he's already won. "Why are you so smug?"

"Because you walked into my trap," Scorpion said, pressing a small button on the arm of his suit. Suddenly four metal poles sparked to like and began electrocuting Spidey from all sides. He should've seen this coming, he literally called it a special arena. He fell to his hands and knees in pure pain, unable to get up. After a solid minute, Spidey was physically unable to move. "I'm impressed you can still hold yourself up," Scorpion said as he walked over to Spidey, who was still on his hands and knees, "you really got some fight in you." Scorpion stomped down on Spidey's back, forcing his whole body onto the floor. Scorpion jammed his stinger into Spidey's shoulder, but instead of injecting poison in like Spidey had thought, he took something out. Once he pulled his stinger out, Spidey forced his head up to look at Scorpion.

Scorpion opened the end of his stinger to reveal a vial filled with red liquid, Spidey's blood. "This'll work perfectly," Scorpion said with a disgusting smile. Spidey tried to push himself back onto his feet, but Scorpion just kicked him in the jaw making him flip onto his back. Scorpion then grabbed Spidey by the throat and lifted him off the ground, holding him over the edge of the rooftop. "Thank you Spider," Scorpion said, "now I got what I wanted, now I don't need you." Spidey clawed at his opponents hand trying to get free. "I read up on spiders," Scorpion continued, "apparently they have this soft squishy exoskeleton that makes it so that they can survive extreme falls, let's see if you have one." Scorpion let go of Spidey and sent him falling to the floor.

Spidey was panicking. He needed to think fast or else he'd be a stain on the street. There was one thing he could try. He had come up with the idea a while back but was too terrified to try it, not to mention he wanted to do it in a more controlled environment. He had no choice, Spidey acted fast. He quickly shot a web line onto the nearest building and gripped on tight. Spidey closed hoped for the best, and it worked. Spidey was swinging along his web line like a pendulum. Once he reached the peak of his swing, he used his free hand to shoot another web line and repeated the motion. He was swinging along his web lines, the wind through his mask, the rush of adrenaline, it was amazing. He wanted to enjoy it, but he had more important things to attend to.

Spidey flipped himself around and swung back to where Scorpion was, who was trying to scale back down the building. He swung onto the building and landed on the wall in Scorpion's path. "Hey Scorpy," Spidey said as he landed, "I think you got something that belongs to me."

"Shame on you spider," Scorpion said, "You could've enjoyed a swift painless death, now I get to enjoy this." Scorpion opened the weapons on his arms to reveal the missiles, but switched his weapons over to a set of machine guns. Spidey quickly fired web balls onto the guns, jamming them and causing the guns to explode. Not only did it break his weapon, it locked it so he couldn't switch back to his missiles. "You may have stopped my guns, but I can kill you with out them." Scorpion began striking with his claws and stinger. Spidey dodged his attacks and flipped back off the building, shot two web lines past, and began pulling back on his web lines to make a slingshot out of them. He jumped off the wall and sent himself flying up and kicked Scorpion in the chest sending him flying back to the rooftop. Spidey and Scorpion landed on the rooftop, Spidey landing on his feet and Scorpion on his back. Spidey quickly jumped onto Scorpion and began punching him, trying to knock him unconscious. His spider sense blazed and Spidey jumped up to to dodge the stinger attack. Scorpion got up and began striking at Spidey with his stinger and claws.

"You aren't good at this whole killing me thing," Spidey taunted as he was dodging all of Scorpion's stinger attacks.

"SHUT UP," Scorpion shouted as he kept striking, "JUST STOP TALKING!"

"Make me," Spidey said as he flipped over Scorpion, "oh wait, you can't. Although not from lack of trying."

"DIE YOU PEST," Scorpion shouted, "JUST DIE!"

"If I'm a pest then so are you," Spidey kept up his taunts, "we are both arachnids."

Scorpion has shifted to pure screaming at this point. He was making reckless moves and rushing his decisions, and Spidey took advantage of this. He watched the moves and found when Scorpion repeated his strikes. Finally he made his move. Spidey caught Scorpion's tail and once again spun him throwing him off the building, diving off after him. Spidey fired a series of web balls at Scorpion to completely wrap him up in webs and sealing his tail to his body, he then fired a web line onto Scorpions chest and another onto the building to catch them both. Spidey leaped down to a light pole and tied Scorpion to it, before jumping to the ground to look the struggling Scorpion in the face.

"How's it hanging Scorpy," Spidey said as he began spinning Scorpion.

"I'M GOING TO KILL YOU," Scorpion shouted Spidey's face.

"Uhg, say it don't spray it man," Spidey said as he wiped the huge bit of spit off of his goggles, "listen, if you're gonna throw a temper tantrum then why don't we just skip straight to nap time." Spidey grabbed the top of Scorpion's head and hit scorpion in the face as hard as he could, smashing his visor and knocking him unconscious. Spidey then spun Scorpion around to where his tail was webbed and grabbed the stinger on his tail with both hands, and promptly ripping it off. "I'll be taking this back now if you don't mind," he said as he flipped the stinger in his hand, then planting it on his waist and webbing it there.

"NYPD PUT YOUR HANDS IN THE AIR," officers shouted as they arrived where Spider-Man and Scorpion were.

"Hey what's up guys," Spidey said to the officers, "don't worry, I caught the bad guy for you."

"Hands in the air spider," one of the officers shouted, "you're under arrest for vigilantism."

"You're kidding me right," Spidey said, "I just did all, like, of your job. Well except the paperwork, but like hell am I doing that."

"Hands in the air," the officer shouted.

"Fine I'll do the paperwork," Spidey said.

"Hands in the air now," the officer kept shouting, "I won't ask again."

"Fine fine" Spidey said as he slowly put his hands in the air, "You know what I'll do you one better, I'll put my whole body in the air." Spidey jumped as high as he could and shot a web line, beginning to web swing down the streets. A couple officers tried to follow him, but simply couldn't keep up with Spidey's new way of getting around.

 **o0o**

Peter managed to beat Aunt May home. He quickly changed out of his spider suit and threw it back behind his fake wall, and changed into what he was wearing before she had left. Peter quickly ran downstairs and realized he left the TV on, right now it was showing a report on his fight with Scorpion. Apparently Scorpion's real name is Mac Gargan. Police reported that he was a exosuit pilot for Oscorp until he was fired recently, in a rampage he stole their latest SC model exosuit and went on a rampage. Peter didn't believe that for a second.

"Peter I'm home," Aunt May said as she walked through the door, Peter quickly ran over and hugged her.

"I heard what happened at times square," Peter said as he scanned her for injuries, "are you alright?"

"I'm fine," Aunt May said, "I was saved by a nice young man in fact." She placed her hand on Peter's chin and lifted it up, "Now the real question is are you alright Peter? You have a bruise, what happened?"

A bruise on the bottom of his chin, he probably got it when Scorpion kicked him there. "I... uh... slipped and hit my chin on the counter," Peter lied, "I'm fine really."

"Are you sure," Aunt May asked as she examined the bruise.

"Yeah I'm fine," Peter said, "anyway my thing got here and I wanted to test it out in my lab. Do you mind?"

"Okay," Aunt May said with a smile, "but dinner will be ready soon so don't be to long."

"I won't," Peter yelled as he walked down to the basement. Peter sat down and pulled out the stinger he took from Scorpion. If he was just some random guy going on a rampage, then why did he want Peter's blood. No there was more to this, and Peter needed to find out all of it.

 **o0o**

Mac sat in a police interrogation room, waiting for his attorney. He hadn't answered any questions yet, instead sitting in sullen silence. He knew the case seemed open and shut, but he was sure that a mix of the Oscorp legal team and the right people getting "monetary gain", he'd be out in no time.

"Mr. Gargan," an officer said as he walked into the interrogation room,"your lawyer is here." Finally. Mac looked up to see who Mr. Osborn sent, only to be surprised to see it was Mr. Osborn in the flesh.

"Hello Mr. Gargan," Osborn said as he sat down, "I've been looking forward to speaking to you." The officer left and closed the door.

"Hello sir," Mac said with a smile, "listen thank you for helping me get out, I promise I'll get that sample and kill the spider."

"What are you talking about," Osborn said, "I'm not here to help you, I'm here to scold you. I may have fired you, but that is no reason to steal my exosuit."

"What are you saying," Mac said with skepticism, "I didn't steal your suit, you gave it to me. You wanted me to get that spider."

Osborn walked over and turned off the camera in the room, "Mr. Gargan, why did you try to kill the vigilante?"

"That was what you wanted," Mac said, "you wanted me to take his blood and kill..."

Osborn slammed his fist down onto the table to interrupt Mac, "when did I say I wanted him dead? I need him. Your mission was to get me a blood sample, nothing more. If you had succeeded, you could have ruined everything."

"I'm sorry sir," Mac said as he looked at the floor.

"You will be," Osborn said, "I told you, if you failed, you would not only failed, you nearly screwed up your mission beyond belief. From now on, you're going to stare at prison walls and wonder what you did wrong."

"What," Mac said as he stood up, "no you can't do this to me. I have a life, a family. You can't take that from me."

"I told you that you'd burn," Osborn reiterated, "it's not my fault you can't take the heat." Osborn then began walking out the door.

"YOU CAN'T DO THIS," Mac shouted, "YOU BASTARD, I'LL KILL YOU! I'LL KILL YOU AND THEN I'LL KILL THAT STUPID SPIDER!"

Osborn closed the door behind him and began walking out to the front of the station where his limo was waiting, Dr. Octavius waiting for him inside. "Mr. Osborn," Octavius said as Norman stepped into the limo, "I have been thinking and I believe that the RH-417 would be appropriate to send after the arachnid."

"Think Octavius," Norman said sternly, "we may have been able to make it seem like Mr. Gargan stole our last suit, but we will not be able to do that again if we send another pilot so recently. We must wait for the embers of Mr. Gargan to fade before we can start another fire, otherwise it will burn brighter and draw more attention to us. We will get wait we want, we just need to be patient." Octavius simply nodded in response as the limo began to drive away and return to Oscorp.


	5. Guns for Hire

Chapter 5: Guns for Hire

"You want what," Harry said as he and Peter walked through the hall to their lockers.

"I was hoping your dad could give me a tour of the Oscorp labs," Peter said, "I was always interested in the work they did there and really just want to see all the cool tech and stuff." Peter hated lying to Harry, but saying 'a super villain using technology from your father's lab tried too steal my blood and kill me so I want to go there and try to figure out what's going on' didn't seem like a good thing to tell him.

"Well I can see what I can do Peter," Harry said as he opened his locker, he managed to get a new one near Peter's when he transferred back, "but my dad likes to keep his projects private so I can't promise you anything."

"That's fine," Peter said as he opened his own locker, "I really appreciate you doing this." Peter quickly grabbed his stuff from his locker and shut it, revealing a blonde girl in glasses with an orange hoodie hiding behind the locker door.

"Hi there," she said with a smile.

Peter almost screamed because he was so surprised, "were you hiding behind my locker door waiting for me to close it?" She nodded in response. "Why?"

"Simple," she said, "I wanted to talk to you, Peter Parker. Well that and I wanted to see if that whole hiding behind the locker door thing works, and it did with hilarious results."

Peter sighed, "okay so who are you and why did you want to talk to me?"

"Gwen Stacy," She said as she held out her hand for Peter to shake it. Peter remembered her now. She was in his science class, she was the one to point out the spider was missing at Dr. Connors lab. Despite knowing her, he took her hand thinking it would be rude not to shake it. "As for what I need to talk about," Gwen continued, "I was hoping we could talk about it alone." She gave Harry a stare that could kill a man.

Peter nodded his head in a way that said "go on, I'll catch up". Harry followed the advice and walked away, giving Peter a quick wink. Peter rolled his eyes in response. "So Gwen," Peter said, "what did you want to talk about?"

"I wanted to talk about your web swinging escapades," Gwen said so only Peter could hear.

Peter's eyes went wide, "what... what are you talking about?"

"I know you're Spider-Man," she whispered in his ear.

"You have got to be crazy," Peter said, trying to be quiet so no one else would hear, "why would you think I'm Spider-Man."

"Oh multiple reasons," Gwen said, "let's start with how you got bit by a spider on the field trip to Dr. Connors lab."

"That's pure coincidence," Peter said, desperately trying to play this off.

"I would've thought so too," Gwen said with a smile, "but when you came back to school next Monday, you managed to beat up Flash Thompson and do flips like I've never seen. A couple days later, Spider-Man shows up as a wrestler. He keeps up his wrestling career until the... unfortunate events involving your Uncle, and then he switches to crime fighting. Not to mention how whenever you're late to class, a news report comes out about Spider-Man stopping a crime. Events in your life link to Spider-Man."

"This is all just coincidence," Peter said, forcing a smile keeping up his desperate attempt to play this off, "I mean I'm just some common nerd, there's no way I could be Spider-Man."

"Alright then," Gwen said with a smile, "if you say so." She then turned away and took a step before stopping. "But if you're not Spider-Man," She said, "how do you explain... THIS." She quickly spun around and grabbed the sleeve of Peter's gray hoodie and pulled it up to reveal his silver web-shooter and the blue sleeve of his spider suit,

Peter quickly pulled down his hoodie sleeve and grabbed Gwen, pulling her into a nearby broom closet. "What do you want," Peter said, "if it's money I can tell you now I don't have it."

"What," Gwen said, giving him a puzzled look, "no, I don't want money. Well I do want money, just not from you or at this specific moment."

"Gwen," Peter said, nearly at a yell, "get. To. The. Point."

"Okay okay," Gwen said, "Impatient much. No no, I want to help you."

"No," Peter said and began walking out of the closet.

"Wait a minute," Gwen said grabbing his arm, "you didn't even consider it."

"Alright then," Peter said, "let me consider it." Peter stared at her in silence for a couple of seconds, "No"

"Come on," Gwen said, trying to block his path, "I can help, I was smart enough to figure out who you are, I can help with your spider tech and stuff like that,"

"I make my own tech," Peter said, walking away.

Gwen kept following him, "I can get you stuff like police reports and tell you about any previously convicted criminals."

"I don't want to know how you get your hands on that kind of stuff," Peter said, "but I've been doing fine on my own for weeks now, even fighting a full on super villain..."

"Mac Gargan," Gwen interrupted, "AKA the Scorpion."

"Yeah," Peter said, "Believe me, I'll be fine on my own." The bell rang signaling for them to get to class. "I'll see you Gwen," Peter said as he started walking to class, "and before you ask, yes, this conversation is over."

 **o0o**

Spidey was swinging through Manhattan. He desperately needed to get away from Gwen. He had to give her credit though, she was persistent. He had to go out of his way to avoid her , it was extremely annoying. She bugged him in class, in between class, she even took Harry's seat next to him just to get closer to him. He liked that she wanted to help, but he didn't want anyone involved in this. He desperately attempted to get away from her to the point where his only escape was swinging through the city.

His spider sense began to blare, forcing him to let go of his web line and drop to the nearest roof in order to dodge a series of bullets. He turned to see three men, one in a brown fedora and a leather jacket of the same color with a bullwhip at his waste, one wearing a full gray suit with two handguns at his sides, and one was much larger than the other two wearing a white tank top with blue jeans.

"I told ya Dan," the one in the fedora said with a southern accent, "he has a tendency to pass by this rooftop when swingin' 'round."

"Aw shut it," the one in the suit said, Spidey assumed this was Dan, "so what if you were right, let's just kill him and get on with it."

"So let me get this straight," Spidey said, "the Raiders of the Lost Ark fanboy, The Goodfellas reject, and Tiny Tim want me dead. What'd I ever do to you?"

"Nothin'" Fedora said, "but business is business." Fedora pulled his whip off his belt and cracked it in Spidey's direction, Spidey jumping back to dodge.

"Listen Indiana," Spidey said as he dodged the whip, "I personally don't wanna hurt you, I like George Lucas too."

"The names Montana you idiot," Fedora said as he continued to crack his whip.

"That's what I said Illinois," Spidey said trying to piss off his opponent, the same way he did with Scorpion.

"Shut it web for brains," Dan said as he pulled out his handguns and began firing at Spidey. Spidey was now dancing across the rooftops trying to dodge a bullwhip and bullets. Suddenly his spider sense blared again and he was slammed by the third guy. He was pinned to the ground by The big guy, who promptly began to punch him repeatedly. Spidey responded by loosening his legs from the pin and kicked the big guy in the chest, sending him flying across the rooftop.

"Die web head, die," Dan said as he prepared to fire again. Spidey shot Web balls onto the barrel of Dan's guns, causing them to jam. "Damn," Dan said as he fiddled with his guns trying to get the webbing off. Spidey took the oppurtunity to shoot web lines onto his legs and send him flying onto the floor, as he did so Montana cracked his whip onto Spidey's pain on his back was agonizing beyond words. Spidey shot a web line at Montana and tried to pull him closer to hit him, but Dan pistol whipped him before he could get the chance. The third guy took the chance and picked up Spidey, only to slam him hard into the roof so hard that it cracked. He could barely move after that last blow, but moved quick when the big guy tried to slam him again. Spidey quickly shot two web lines onto the roof and pulled hard to slip out of his opponents grasp, only for Montana to start whipping at him and Dan to try and smack him with the ends of his handguns.

Spidey hadn't fought a group like his before, one that was so well trained and worked with each other like this. Besides Scorpion, all he had fought is street thugs. Every time he would focus on one of these new guys, another would hit him with everything they had. It was only a matter of time before one of them landed the killing blow if they kept going back and forth like this. Spidey only had one choice, run. He hated that he had to run, but he hated the idea of dying more. No one was in danger from these guys but him, it was in his best interest to get away.

Spidey flipped back to dodge a series of attacks from Montana and Dan before eventually leaping back and off the roof. He shot a web line and began to swing away, hearing Dan shout profanities as he did so.

 **o0o**

Peter had so many questions. Who were those guys, why did they want him dead, and how did they know where he was going to be and when. Peter did have a habit of swinging by that building simply because it had been robbed on more than one occasion. They were clearly focusing on him and only him, probably studying him to find out where he'd be. That at least meant they wouldn't target civilians, at least for now. As for trying to kill him, they were likely sent by the same guy who sent Scorpion after him, had to be, although they seemed a little more interested in taking his blood from his corpse.

Peter slipped into the basement through the outside door, wanting to get down to his lab so he could research these new guys. He quickly jumped over to the lab table and began searching up anything on Montana, Dan, and Tiny.

"They call themselves the Enforcers," someone said from the corner of the lab, Peter quickly turned to see Gwen Stacy standing there staring at her phone. "They're a trio of guns for hire," Gwen continued, " they consist of Daniel Brito AKA Fancy Dan, Jackson Brice AKA Montana, and Raymond Bloch AKA Ox. Wanted in four states different states for murder, theft, assault, etc."

Peter stared at her for a second, "how did you get in my house?"

"Your Aunt let me in," she said as she looked up from her phone, "told her we were working on a school project together and she let me down here saying you'd be home any minute. She's really nice, you could learn a thing or two from her."

Peter decided to ignore the rude remark, "moving on, how did you know I was fighting those guys?"

"Ironically, I planted a bug on you," Gwen said with a smile. Peter's eyes widened and he began searching his suit to look for the bug. He eventually found it on his web shooter. "I planted it back at the school when I pulled up your sleeve," Gwen continued, her smile so bright it rivaled the sun.

Peter couldn't believe this girl, she was crazy. "Why are you doing this to me?"

"Because I want to help," Gwen said, "I've already shown that I can help you research these bad guys. And I've built this communicator that works through out the whole city, even underground, so you can always get in contact with me if you need help learning about a villain."

"Listen Gwen," Peter said, getting extremely stern, "I appreciate that you want to help, I really do, but people try to kill me constantly. I wear a mask because what I do is dangerous, and the people around me could get hurt. The closer you get to me, the more likely you'll get hurt."

"I don't care," Gwen said, she was getting just as stern, "I want to protect people, just like you. I don't care who comes after me, I can protect myself."

"Can you protect yourself against Scorpion," Peter said, "what about Montana? Fancy Dan? Ox? I've only been doing this for a couple of weeks and already I've had a man in a exosuit and super hit men try to kill me. I fight people more dangerous than anyone else. If they find out who I am, or anything about me, they'll come after me or anyone close to me, it's better if you stay away."

Gwen was getting upset at this point, "if... if you don't let me help I'll tell everyone that you're Spider-Man."

"Then I'll be a fugitive or in prison," Peter said, "you definitely wouldn't be able to help me then." Gwen knew he was right, but she didn't like it. "Trust me Gwen, it's safer if you just stay away." Gwen didn't say anything, instead she ran out of the basement with tears in her eyes. Peter felt bad as she ran off, but he knew it was for the best if she stayed away.

 **o0o**

Dan was pacing back and forth. He hated the idea of making "him" mad.

"Dammit Dan just sit down," Montana yelled at him, "so what if we didn't kill the spider tonight, we still got plenty o' time to kill him." Ox simply gave Dan a stare.

"But if the big man finds out we had him and let him get away," Dan said.

"Our job was to kill the spider," Montana said, "big man didn't say 'ow long we had to do it."

Dan kept pacing, "but..."

"But nothing," Montana cut him off, "he could barely handle us once, next time we see him he'll be dead. We may have made the mistake of underestimating him, thinking we could take him out with just our standard gear, but we won't be doing that again. " Montana stood up, "we know now that he's strong enough to throw Ox around," Ox let out a mild growl as Montana said this, "so now we know to get the big guns."

Dan started to calm down, "yeah, yeah we'll kill him. And big man will give us our pay and we get outta the state."

"Exactly," Montana said, "plus we figured out how to keep the spider in the fight."

Dan gave him a confused look, "how?"

"Simple," Montana said with an evil smile, "the spider ran because he was just trying to fight us. However if we get others involved, the spider'll be forced to fight us to protect them. If he can't run, he'll die.

Dan let out his own evil smile, "yeah, he'll be forced to keep those people safe."

"Exactly," Montana said. The two then started preparing their weapons for their fight tomorrow, Dan shining his guns and Montana packing an extra surprise.

 **o0o**

"What did that girl want yesterday," Harry asked as he and Peter grabbed some stuff from their lockers.

"Oh... uh... she just wanted to ask about our science homework," Peter lied.

"Well there was a lot more to it than that," the familiar voice rang, Gwen had snuck up to talk to them again, "but that stuff was private."

"Ooooh," Harry said with a smile, "I get you, well I better get going so you can talk."

"Oh no, it's not like that Harry," Peter said, Harry didn't listen and walked away to leave him and Gwen alone. "What do you want Gwen?"

She shoved a folder into his hands, "that's everything that I could find on the Enforcers. I was up all night trying to find anything I could on them. And before you say anything, this is the last thing I do to help you okay." Before Peter could even say thank you she walked away.

Peter opened up the file she gave him and began reading all the data that she had found. Her file was extremely detailed, even giving detailed descriptions of moves they frequently used and how to stop them. She had listed weapons they use outside of Fancy Dan's handguns and Montana's whip. He found the weapons listed that he could use against them, the only problem was Ox. Ox didn't use weapons, he was the power house. Peter would need to take Ox out before he could focus on Montana and Fancy Dan. That was easier said than done.

There was little to no data on Ox. All Gwen had written was his name, that he's mute, and that he hit hard, nothing Peter could actually use against him. Peter was going to have to figure out how to stop Ox in the moment. His best bet was separating Ox from the other two and fight him alone.

Peter had a plan for the Enforcers, now he needed to wait for them to attack him again. It was unlikely they'd be waiting in the same place, so he'd just have to swing around town until they attacked him again. He was as ready as he could be to stop the Enforcers.

 **o0o**

Peter had to have swung around town for hours. He had stopped three muggings, a jewelry store heist, four gas station robberies, and a car theft. The Enforcers didn't bother to show, it was a little bit irritating to be honest. Peter had been working for hours to figure out how to stop them and they don't even show up to their own beat down.

"Aunt May I'm home," Peter called to his Aunt as he got back from his patrol of the city. No answer. "Aunt May?" Peter turned the corner to see Aunt May watching a news report on the television in horror.

"At the moment, the captors are saying they will release the hostages in exchange for Spider-Man," the news reporter said, "the captors have been identified as the group known as the Enforcers." They were calling Peter out. They must've figured out why he ran from them last time and ensured that it wouldn't happen again. "The captors have released a video taken from inside the building."

The image changed to show Montana in a large open room filled with people, all of them cowering in fear, and series of large crates behind him. "Listen up spider," Montana said, "we've decided to take over a small place in Brooklyn, and as you can see," Montana turned the camera so that Peter could see the rest of the room. It was full of people pressed against the wall. "We have no lack of hostages," Montana finished, "if you want to save them, listen for the sirens in Brooklyn. There's no lack o' police outside, so it shouldn't be too hard to find."

Peter watched the video unblinkingly. He was looking at the hostages, all of them with fear in their eyes. All of them except one, one that was crazy enough to try to attack the Enforcers, one that he knew wanted to help people, one that happened to be the unmistakable Gwen Stacy.

"Better hurry up spider," Montana continued, "before we get impatient." The video cut off and went back to the reporter explaining the details of what was happening.

"How terrible," Aunt May finally said, "how could those men threaten those people to get to that sweet young man."

Peter basically ignored her question, he was too focused on Gwen. What was she doing there? Oh wait, Peter thought to himself, she's crazy. Next question, what crazy thing was she going to do? Peter didn't want to give her the chance to do whatever it was she was gonna do. "I have to go Aunt May," Peter said as he walked back towards the door.

"But Peter you just got back," Aunt May said with concern.

"Well... I... uh... left something back at... Harry's house," Peter lied, "I need to go pick it up real quick."

"Oh," Aunt May said, "ok but be careful and be home soon."

"Ok Aunt May," Peter said as he burst out he door and ran into an alley, switching into his spider suit as he ran.

 **o0o**

Gwen watched as the Enforcers paced around the large room, keeping an eye on all the hostages. She had slipped in through the back window, climbed up to the tenth undetected, and blended in with the rest of the hostages. Her plan was simple, wait for the right moment and then jump Fancy Dan to take his guns. She was sitting near a lamp so that whenever Dan passed by her, she could bash him with it. She was going to prove to Peter that she could take on baddies like Fancy Dan, Montana, and Ox. She would save these people and then he'd beg for her help. Okay maybe she had skipped a couple steps in her plan, but she still had to stop these guys before Peter got here, he'd die if he tried to fight them. While she told him about most of the dangers that the Enforcers had, she noticed a series of new weapons that he wasn't ready for.

She had to have waited for over thirty minutes waiting for the perfect moment to strike. Waiting... waiting... waiting... NOW. She jumped up and grabbed the lamp smacking Fancy Dan across the head with it, knocking him to the floor. She made an attempt to jump for his guns, but was stopped by Ox quickly grabbing her from behind.

"You stupid bitch," Dan said as he stood up. He put his hand to his lip, only to see bright red stains on his fingertips. Dan got furious and pointed his gun at Gwen, "we don't need all of them alive, right Montana? I can kill this dumb broad right?"

"Might as well," Montana said as he checked the time, "the spider's taking too long, why don't we show him we're serious."

Dan let out a maniacal laugh. This is it, Gwen thought to herself, this is how I die. She closed her eyes and waited for the bang, waited for the end. However all she heard was a series of small thwips.

"Hey Danny boy," the familiar cocky voice shouted. Gwen quickly opened her eyes to see, Spider-Man on the ceiling holding the gun Fancy Dan had pointed at Gwen's head. "Didn't mommy tell you these are not toys," Spidey finished before taking the gun and webbing it to the ceiling.

"Spider-Man," Montana said, "finally decided to show up."

"Sorry about taking so long Utah," Spidey said, "got caught in traffic."

Dan pulled out his other gun and began firing at Spidey, who jumped off the ceiling to dodge the bullets before shooting a web ball and jamming the gun. "DAMMIT," Dan yelled, "not again."

Montana then began to whip at Spidey, he responded by webbing the end of his whip to the floor. Ox tried to charge at him, but he dodged so Ox hit the wall instead and he was able to web his hands against it. Spidey quickly shot a web line onto the door and opened it. "EVERYONE OUT," Spidey shouted. People quickly ran to the door as fast as they could.

Gwen tried to slip out unnoticed, it didn't work. As she was walking out the door, Spidey grabbed her by the arm and whispered into her ear, "we're going to talk about this later." He then let go and Gwen ran off with the other hostages.

Once all the hostages were free, Spidey got slammed by Ox. Spidey was able to see that he had ripped chunks off of the wall, which were still webbed to his hands. Ox was now trying to slam Spidey with his new stone hands.

Spidey needed to get Ox out of the way before he could handle Fancy Dan and Montana. Spidey quickly came up with a plan, he led Ox to the window, grabbed him by the chest, and pulled Ox and himself out the window. Spidey fired a web line and onto the building and swung them into a different window three floors down.

It was just Spidey and Ox now, which meant he should be able to take him down. Hopefully. Once Ox got back to his feet, he immediately went on the offensive and began to attack Spidey. Spidey needed to keep dodging until he came up with a plan. He began circling Ox in an attempt to avoid his attacks, giving him an idea. Spidey shot a web line onto the ceiling and began swinging around Ox, shooting a series of web balls and web lines as he did. He managed to lock down Ox's arms and began crawling over Ox, webbing him as he did so. Once Ox was finally webbed to the point where he couldn't move, Spidey grabbed him by his chest, threw him out the window, and shot a web line onto him so he wouldn't hit the ground. One down, two to go.

As if on cue, Montana and Fancy Dan burst into the room with their weapons at the ready. "Hey Iowa," Spidey said, "don't worry about Tiny, he's just hanging around."

Without a word, Montana pulled out a different whip (this one being black instead of his standard brown) and began trying to hit him with it. Spidey responded by dodging and shooting two web lines onto the door frame and pulling hard, launching himself out of he room. Dan and Montana barely dodged in time as Spidey flew back out. He needed to get back to the tenth floor, that's where they were keeping their weapons. While certain weapons he could disable, he could take them out easily if they used certain weapons. Sure he might be able to take out both of them on his own, but he worked too hard on this plan. Not to mention he really wanted to toy with them, just to piss them off.

Spidey quickly made it back to the room where they had been keeping the hostages and perched himself on top of the crates. Montana and Dan followed a couple minutes later. "Hey California," Spidey said, "what took you so long. And please don't say you got caught in traffic, that excuse is used way too much."

Montana whipped at Spidey, who jumped onto the ceiling to avoid getting hit. Dan took out a different set of handguns and began shooting at the ceiling. Spidey once again webbed the barrels, making Dan shout profanities. Dan ran over to the weapons crates and reached in, grabbing the exact weapon Spidey wanted him to grab.

Dan pulled out two SMG's and pointed them at Spidey. Right as Dan was pulling the trigger, Spidey webbed the barrels and jammed them again, this time with different results.

For those who don't know, when you jam a gun and fire a bullet, the gun explodes. This hadn't happened to Dan before because he was using Semi auto handguns, when it got jammed he would stop firing. However, with his SMG's, he pulled the trigger once firing a barrage of bullets, and since his gun was jammed, it didn't go well.

Dan's guns exploded in his hands. Dan let out a shout of pain. "GOD DAMMIT," Dan shouted, "DAMMIT DAMMIT DAMMIT." Dan looked at his hand, it was burned with blood dripping out of cuts, some of them still had shrapnel in them.

Spidey jumped over and punched Dan in the face, knocking him unconscious. Two down, one to go. Spidey turned his attention back towards Montana, who had been setting up a large surprise for Spidey while Dan kept him busy.

Montana had reached into one of the crates and pulled out a giant rocket launcher. Spidey didn't know how to react to having a RPG pointed at him, although getting frozen in place was not the best one he could've picked. He was scared senseless at the idea of a military grade weapon being pointed at his face.

Spidey probably would've stayed like that if his spider sense didn't flare up, telling him to get moving. He quickly jumped to avoid the large rocket coming at him, grabbing it by the end as he did so. Spidey flipped the rocket and sent it flying over Montana's head to hit the rest of the weapons crates behind him. The explosion was large and sent Montana flying forward. It also damaged the roof, causing part of the ceiling to land on top of him.

"NO," Spidey shouted as he jumped over to the rubble that was on top of Montana and tried to lift it up. It weighed almost nothing to Spidey as he threw the debris away with ease. He pulled Montana away from the rest of the destruction and flipped him onto his back. Spidey put his fingertips to Montana's lips, he was still breathing. Spidey let out a sigh of relief, but his victory was short lived thanks to his spider sense.

Montana's eyes whipped open and he sprung into a sitting position, grabbing Spidey's arm as he did so and clipping something onto it. Spidey barely had a chance to register what had happened before jolts of electricity were sent flying up his arm into the rest of his body. Not only was he in immense pain, but no matter how hard he tried he wasn't able to move.

He was a fish in a barrel, and Montana was getting ready to shoot as he pulled a revolver from the back of his belt. "I gotta admit spider," he said as he walked over to Spidey, who was still unable to move, "I kept underestimating you. I kept thinking that you were just some dumb kid. But you managed to take out Ox and Dan, nearly took me out. I almost feel bad that I have to kill ya, but like I said before, business is business." Montana prepped to pull the trigger, to end it all, but quickly was put to a stop.

Montana fell to the floor, unconscious, his attacker being a familiar blonde girl holding a lamp. "Well," Gwen said with a smile, "still think you don't need my help?" Spidey didn't answer, he couldn't answer since he was still being electrocuted. "Oh right," Gwen said as she kneeled down next to Spidey and began fiddling with the small shock bracelet until it came out.

Spidey took in a sharp breath as the electric current going through his body stopped. "I think my heart might've stopped and started back up again," Spidey said as he forced himself up, "three times if I counted right."

"That seems impossible," Gwen said skeptically.

"Improbable, not impossible." Spidey then stood up and began to walk over to the window he broke earlier.

"Where are you going," Gwen asked as he walked away.

"To get answers," Spidey said before jumping out the window to where Ox was still hanging. "Hey there tiny," he said as he crawled on the wall next to Ox, "I need to know something. Ox stared at him in silence. "I know you're not the chatty type, but your friends are unconscious so you're the only one I can talk to." Ox stayed quiet, but surprise at the defeat of the other Enforcers could be seen in his eyes. "So Ox," Spidey said, getting serious, "who wants me dead, and why?"

There was a long pause of silence before finally, Ox spoke. "The name will mean nothing to you," Ox said in a deep, low voice, actually surprising Spidey.

"I still want to know," Spidey said.

Ox let out a sigh, "you've been stopping a lot of crime. You think it's simple street crime, but there's so much more to it than that. In stopping all this crime, you've pissed off the guy in charge."

"Well who'd I piss off?"

Ox let out a small laugh before answering, "you sure you want to know?"

"WHO?"

Ox sat in silence before a single word left his lips, "Tombstone."

As if on cue, a bullet flew through Ox's head, a sniper. Spidey didn't even have time to be shocked before his spider sense blared, he had to move fast or else he would turn out the same as Ox. Spidey quickly dodged and scanned for the sniper, but he had already escaped. Spidey decided to quickly crawl back up the building before swinging back into the room where Gwen was waiting.

"Tell NYPD what happened then meet at my house," Spidey said, "we need to talk." Before Gwen could say anything Spidey jumped out a different window and began swinging away.

 **o0o**

Gwen arrived at the small house in queens quickly. May Parker let her in without hesitation, Gwen got the feeling that she liked her. Gwen went back downstairs to the basement, Peter wasn't there yet so she sat in the corner of the room and waited. She had to have been waiting for thirty minutes before finally a male voice broke the silence.

"What the hell were you thinking," Peter was nearly shouting as he came down the basement stairs, he had switched back into his street clothes, "you could've been killed."

Gwen looked at the ground as Peter stared at her angrily. She finally decided to answer, "I just wanted to help."

"Putting yourself in danger is not gonna help," Peter said, "it's going to make things worse, make it so that I have one more person to save."

"But if I wasn't there you'd be dead," Gwen argued.

Peter couldn't rebuttal against this, she was right. "I'm grateful that you saved my life," Peter said, "but I also had to save yours, and then for some reason you came back."

"I hadn't left," Gwen said, "I was hiding on the tenth floor. When I heard the explosion, I decided you might need help."

"You should've run," Peter said, "I told you these guys were more dangerous then anything else."

Suddenly Gwen got a devilish idea, and she let out a smile that represented her evil plan. "I don't know," Gwen said, "I think I could take them."

"WHAT?"

"Well yeah. And since I don't have some desk job helping a particular spider based hero, I guess I should keep going after these guys on my own."

Peter realized what she was doing. It was a twisted ultimatum. Either he had to let her help from a safe location, researching and studying who he fought, or she would keep going after super criminals on her own. He couldn't believe this girl, she was utterly insane. "Fine," he finally said, "fine, sure, why not. You're insane, you know that? Stubborn insanity, it's a horrible mix."

Gwen let out a laugh. "Don't worry boss," Gwen said as she gave a joking salute, "I won't let you down."

"You better not," Peter said, "cause right now I need you to help me find the guy who wants me dead. You can guess why this is important."

Gwen nodded, "just give me a place to start and I'll go to work."

"All I got is a name," Peter said as he looked at the ground, "the guy didn't want his name to be known considering after Ox told me it, a sniper took him out and tried to do the same to me before running off. Not something I'm forgetting soon."

"Just tell me where to look."

"The guy calls himself Tombstone."

Gwen's expression changed in an instant, from joy to horror, "T-T-Tombstone?"

"You know him?"

Gwen shook her head, "only by name. He's one of the major crime bosses in charge of New York. He's the one that runs Manhattan. That's all I know. That's all that anyone knows."

"A major crime boss huh," Peter said as he walked over to his table, "guess that means someone need to take him down."

"You cannot seriously be thinking of taking on Tombstone," Gwen was almost shouting, "its hypocritical to call me insane now. Out of all the crime bosses in New York, he's easily the most terrifying. He will kill you."

"He hasn't done it yet," Peter said with a smug smile, "but if he wants to keep trying, he can."

"Nope," Gwen said throwing her hands above her head, "I'm out, you're insane."

"You went out of your way to get me to let you join me like this," Peter said, "and at the sound of one name you quit."

"He will kill you," she reiterated, "and then he'll kill me."

"Well it's a good thing you're only doing a desk job for a spider based hero," Peter said, taking immense joy in using her words against her, "plus I thought you could take these guys."

"I hate you."

"Don't worry," Peter said, "you got the Amazing Spider-Man to protect you. If anything happens, I'll keep you safe."

Gwen let out a sigh before letting out a sarcastic, "Hooray."

 **o0o**

Montana was sitting in the holding cell at the police precinct. He couldn't help but think about the other Enforcers. Dan's hands were damaged so bad, he'd be lucky if he could move his fingers much less fire a gun. And Ox, Montana almost didn't want to think about what happened to Ox. The first rule of being a gun for hire, never reveal client information. He payed the price, it was his own damn fault.

"BRICE," an officer shouted from the other side of the bars Montana slowly lifted his head at the sound of his name last name, "your bails been paid, come on."

Montana couldn't believe it, who the hell paid his bail. he stood up and walked over to the exit. As he exited precinct, he saw a Limo with a small man holding a sign that read "Jackson Brice." He knew who paid his bail now.

He walked over to the limo and got in. He saw a small man in a blue suit sitting with a square face across from him as he sat down. "The big man ain't happy," the man said.

"I know he ain't happy," Montana said, "neither am I. My team was taken out by a kid and you had to kill my heavy hitter."

"We both know he had to die," the man continued, "Giving away information like that, big man was less than happy with him."

"Well now the Enforcers are down to being the Enforcer," Montana growled, " but don't worry, I'll make sure that the spider dies."

"I know you will," the man said, "but you can't do it in this condition." He pulled out a small suitcase and handed it to Montana. "If you're gonna fight a freak, you need to become a freak."

Montana opened the suitcase to see a pair of silver gauntlets with a red and yellow suit. "Hammer industries technology," the man continued "a pair of gauntlets that shoots a series of electric waves on command. This wasn't cheep, neither was your bail or paying of the judge to ensure he gave you bail. You're not some gun for hire now. Now you work for Tombstone."

"He doesn't need to worry," Montana said as his hands rolled over the gauntlets, "I'll kill the spider."

"That's not your job anymore," the man said, "for now you lay low, wait until the big man gives you orders."

"But I want to kill the spider," Montana was growling again, "he ruined my team, I want payback."

"You'll get it, but for now you wait. Big man has something planned, and he needs you to be ready when that happens. As soon as he starts his plan, the spider'll come to you."

Montana liked the sound of that, "alright then,l. I'll get good with these and then we'll do Tombstone's job. And if I squash a spider along the way, oh well."

"Glad you understand," the man said. He signaled the driver to get moving and the limo drove away.


	6. Bird of Prey

Chapter 6: Bird of Prey

"Nothing," Gwen said as she and Peter walked into school, "nada, zilch, absolutely nothing. Tombstone basically doesn't exist." They had been searching for weeks on anything relating to Tombstone. Gwen researched as much as she could, even checking the dark web for any info, and Peter would question any criminal for information, resulting in either them not knowing anything or not talking. They were working themselves to the bone.

"Well he does exist," Peter said, "we just need to find anything on him. Once we find a thread to pull on, we'll pull on it until his whole operation unravels."

"Shame his operation is tightly woven," Gwen said, "you know there are other crime bosses, let's go after one of them."

"They don't want me dead, Tombstone does."

"Fine," Gwen growled, "I'll have one of the other crime bosses take out a hit on you if it means we can start looking for Tombstone. I hear that you're first hit is free if you go to Kingpin."

"Please don't order a hit on me," Peter said, "let's just focus on Tombstone."

"You still have a lot of years to go before you need a tombstone man," Harry said as he walked up to Peter and Gwen, "why are you looking for tombstones anyway?"

"Oh you know," Gwen said, "you can never be to prepared. I mean it could happen anytime."

"That's... grim," Harry struggled to find the words to describe Gwen's dark comment, "to talk about... literally anything else, I manged to get you guys a tour of my dad's lab."

"You got me the tour," Peter said with excitement. He knew that he needed to investigate into the Scorpion attack, but he couldn't help getting excited. He idolized Harry's father, reading all his research papers, and Dr. Otto Octavius would be there, Peter had been fascinated in him ever since he hosted a small science camp that Peter attended when he was a kid and said that Peter had an excellent future ahead of him. He couldn't believe he was going to meet two of his heroes. Despite having been to Harry's house, he had never actually met Mr. Osborn. Harry barely talked about his father too, and really didn't want to if he was honest.

"I didn't say you," Harry said, "I said you guys."

Peter gave a confused look, but Gwen was the first to speak. "Harry, I didn't ask for the tour. If this is your way of trying to hook me up with Peter, I want you to know I'll happily go if it meant I got to see the Oscorp labs."

"No," Harry said, "my dad said I could bring the whole class. He wants to get some good publicity after what happened with Gargan."

Peter shuddered a bit. He really didn't like the idea of field trips anymore, his last one didn't go so well. He began rubbing the back of his hand, rubbing his spider bite, it had become habit whenever he remembered that day at Dr. Connors lab. Gwen picked up on what was happening, putting a hand on Peter's shoulder to comfort him. "Thanks Harry," she said, "that's awesome that you could do that for us."

"It was no problem," Harry said with a smile, "I was happy to help."

Peter didn't like the idea of another field trip, Something about what happened at the last one made his hate the idea of another. But if this could lead to anything involving Scorpion and Tombstone, he had to go, he had to see if this could lead him in the right direction.

"Yeah Harry," Peter forced out, "thanks man."

 **o0o**

Peter hated the bus ride. He hated riding in any car nowadays. Once he got the hang of web swinging, it became his main method of getting around. He felt so free when he swung around New York City. However, when he was in a car, he felt constrained, locked in place. He desperately wanted to jump out the window and fire a web line, even though he knew he couldn't.

"Getting antsy," Gwen said as the bus took them towards Oscorp, "I told you I could investigate this place myself."

"No," Peter said, "it's just a really stupid extremely irrational fear, I can get over it."

"A fear of field trips," Flash said tauntingly, listening behind them, "now that's a new one."

"Coming from the guy with a fear of birds," Peter said.

Gwen let out a laugh, "A fear... of birds... it's so funny... I can't breath."

Flash went red with embarrassment, "don't judge me. They're just... how do they work."

"Science," Peter answered quickly.

"You know I don't understand that," Flash said. Everyone let out a laugh as Flash went red again.

 **o0o**

"Welcome to Oscorp labs," Norman said as the students walked up, "I'm happy you were able to come." Peter and Gwen admired the large green building, thinking of how every corner of it had some form of science that they couldn't wait to see. Both of them almost forgot about Tombstone, almost.

"Uh... dad," Harry whispered into his father's ear, "what are you doing."

"I'm giving your friends a tour of Oscorp labs," Norman said with a smile, "I thought this was what you wanted."

"I wanted them to get a tour," Harry was still whispering despite his father speaking at normal volume, "not for you to give it to them personally."

"Well I'm one of the two people who knows about all the project's at Oscorp," Norman said, "and Otto personally didn't want to be walking around all day." Harry let out a sigh and rejoined the class in defeat.

"Excuse me sir," Peter said, "is it possible that we will get to see the exo-suit projects?"

Norman looked at Peter skeptically, scanning him up and down. "yes we will," Norman said, in a cold tone, his smile faded, "I assume you're interested due to the events involving Mr. Gargan?"

Peter gulped, he was terrified of the way Mr. Osborn was talking to him, "y-yes sir. I just was curious about his suit, i-it looked fascinating."

"Yes," Norman said, not changing his tone, "don't worry, you'll see all of the different sections of the lab." He then turned way from Peter and back towards the rest of the class, changing his tone and putting a smile back on his face, "now if you'll all follow me."

 **o0o**

The lab was huge, in fact each of the different labs were huge in their own rights. The class was taken through the chemical labs (of course they couldn't actually go inside, having to watch through a glass seeing as Mr. Osborn didn't want to put each student in proper gear just to view one lab), then the robotics lab, and finally the exo-suit lab.

"Here we are Mr. Parker," Norman said as the large doors opened to reveal a series of mechanical suits. Peter was amazed, there was a series of silver suits lining the walls of the lab, each one being different. While he recognized Scorpion's suit, except it was silver instead of green like it was when Peter fought him, most of these suits were new to him. One was giant, almost twice as big as Scorpion's with a large horn on it's head and no opening for the face, another was about half the size of Scorpion's, simply being a normal exo-suit with the addition of a small glider underneath it, and one with wings instead of arms, being about the same size as the glider suit.

"I hope it's to your liking," Norman said, "this is lab has the second most amount of time put into it, rivaled only by..."

"OSBORN," a loud shout came from behind the class, everyone turned to see a lanky man with in a black suit with a red tie, he was bald with a long nose, "HOW COULD YOU DO THIS?"

"Mr. Toomes," Norman said, maintaining his smile, "I am currently giving a tour, if you would like we can discuss this..."

"SHUT UP," Toomes shouted, "How could you kick me off of my own project. The VU line of exo-suits were mine, you can't kick me off."

Norman lost his smile and went serious, "Mr. Toomes, I kicked you off of that project because you were slowing down progress on the VU exo-suit. Now if you'll please remove all personal items from the premises and..."

"IT'S MY SUIT," Toomes shouted, "I MADE IT!"

"It's Oscorp property," Norman said, beginning to get mad, "if you want to use that suit for yourself, then make your own."

"YOU CAN'T FIRE ME," Toomes kept shouting.

"I can," Norman said calmly, "and I have, now get out of my building."

Toomes didn't say anything, knowing he lost the argument, he instead left in a massive huff. Peter didn't like this, something about it didn't seem good. He watched as Toomes walked out the door, watching to make sure he left.

"Now then," Norman said, his smile returning, "Shall we get on with our tour."

 **o0o**

Peter didn't pay much attention the rest of the tour, he couldn't seem to get his mind off of Toomes. Last time someone got "fired" like this, Scorpion tried to kill him. He was so focused on Toomes, he didn't even realize that the tour had ended. "And that is all there is to Oscorp," Norman said as he led the class back towards the entrance, "it is why we are the leading in technology and science."

"What about Stark Industries," Gwen said, "or Hammer Industries."

Norman ignored the comment, although he was clearly annoyed by it. "Now are there any questions," Norman said.

"I HAVE ONE," a voice shrieked from the corner of the room. it was a man in one of the exo-suits, the one that had wings instead of arms, he had the helmet on so a visor covered most of his face, but Peter recognized the familiar long nose. "OSBORN," Toomes continued, "ARE YOU READY TO DIE?" Toomes swooped down in an attempt to grab Norman, but all of the students and Norman stepped out of the way.

"GIANT BIRD," Flash shouted in fear, "EVERYONE RUN!" Flash then burst out the entrance, quickly being followed by most of the class.

"Toomes," Norman said as he gritted his teeth, "stealing my suit again?"

"MY SUIT," Toomes shouted as he hovered above Norman, "and I shall use it however I want, STARTING WITH KILLING YOU!"

Norman stood up and stared at Toomes with pure hatred, "take off the suit, NOW!"

"I don't think so," Toomes said, "but I promise to use it to it's full potential." Toomes then flapped his wings forward, making a series of blades shaped like feathers fly out.

Peter acted fast. He slammed his wrist against his waist to make the pressure plate on his web shooter pop out and fired a web line onto Norman's leg, pulling him onto the floor just in time to dodge the blades. Most of the students had already run, leaving only Peter, Harry, Gwen, Norman, and Toomes in the room. Peter decided he needed to stop Toomes and fast. He quickly ran to the most private spot he could, took of his street clothes, put on his mask and goggles, slipping on his gloves, and flipping the hood on his spider suit up.

Spidey quickly ran back to where Toomes was attacking, just in time to see him trying to swoop down to attack Norman again. He fired two web lines onto the wings of Toomes' suit, making him stop in the air. "Hey bird brain," Spidey yelled as he held onto the Toomes, "shouldn't you be south this time of year."

Toomes redirected his attention towards Spidey, "Who the hell are you?"

"Really dude," Spidey said, "I have to constantly be on the news, how have you not heard of me?"

"Probably because you're insignificant," Toomes said, "so insignificant that I will have no problem killing you for getting in my way." Toomes fired another series of wing blades at Spidey, cutting through his webs and forcing Spidey to flip back and dodge.

"Come on man," Spidey said, "I stopped a super villain and an entire team of guns for hire. I am nowhere near insignificant." Spidey jumped up and fired a web line onto the ceiling, swinging into Toomes with a swift kick. Toomes went flying back and slammed against the wall.

Spidey swung over and landed near where Toomes crashed to check on him, only to have his spider sense blare up. An opening appeared along Toomes' wings allowing him to bring his arms out and punch Spidey across the face. Spidey flew back, the additional strength from the exo-suit made him go flying across the room.

"Ow," Spidey said as he got up, "old man hits hard." Suddenly Spidey was in the air as Toomes flew past and grabbed him with the talons that were on the feet of his suit. "Hey hey hey," Spidey shouted, "put me down."

"If you insist," Toomes said. He let go of Spidey, throwing him into the nearest wall.

"That's not what I meant," Spidey said, Gwen walked over and picked him up.

"He's kicking your ass," Gwen said, "do something about it."

"What do you think I'm trying to do," Spidey said, "invite him to a fancy dinner?"

"Might go better than what you're doing right now," Gwen said, "now if you excuse me?" Gwen ran off and down the halls of the Oscorp labs, just before Toomes flew over and picked Spidey up again.

"Put me down you overgrown chicken," Spidey said, "and gently this time."

"CHICKEN," Toomes shouted, "I am not a chicken, if anything I'm a bird of prey. I'm... I'm...'

"A vulture," Spidey said, trying to think of the most disgusting bird of prey he could.

"Yes," Toomes said with a devilish smile, "I'M THE VULTURE!"

"Well soon you're going to be on the floor," Spidey said. Before Vulture could figure out what that meant, Spidey webbed up the engines on the Vulture's back, sending them both to the floor. "That wasn't gently," Spidey said as he rolled to his feet. Vulture stood up and put his arms back into his wings and started swinging them to launch a barrage of blades. Spidey was basically dancing to dodge the blades, and he still got grazed by a couple on his arm, leg, shoulder, and face. "How many of those things do you have," Spidey said as he dodged another barrage of blades.

He finally leaped into the air and shot a web line onto each of Vulture's wings and pulled himself hard to slam his feet into Vulture's chest. Vulture went flying back into the wall and Spidey shot a series of web balls to stick him to the wall. "Now you wait there until the police arrive," Spidey said.

Vulture didn't like that idea, instead he took his arms out of his wings and a series of blades popped out of the side of his arms. He cut his way out of the webbing and then struck at Spidey with the blades on his arms, scratching him across the chest.

Spidey leaped back and faced Vulture. The two stared at each other for what seemed like a century. As they moved to attack each other, sirens blared from outside the building.

"Silent alarm," Vulture mumbled to himself. He put his arms back into his wings and blazed his engines to burn the webbing off, "this isn't over Osborn." He turned his attention back towards Spidey, "and you had better not get in my way again." Vulture flew out threw the front door.

Spidey was about to give chase, but was stopped by Gwen grabbing his arm. "I thought you ran off," he said.

"I just needed to do something real quick," Gwen whispered, "either way you can't run, people are expecting Peter Parker to be here."

She was right, he knew it. He had the same problem when fighting Scorpion, and he already screwed up by not running and changing his costume so that he swung in. The way people saw it, Spider-Man was in Oscorp when this all started. He was going to have to change back and then hide somewhere, Vulture would have to wait.

"Alright," Spidey finally whispered back, "meet at the basement as soon as possible." Gwen nodded and Spidey ran off to go find a place to hide.

 **o0o**

"Well the good news is he's not trying to go out of his way to kill me," Peter said as he stitched up the giant scratch on his chest.

"Yeah," She said, staring at her phone, "but you certainly aren't on his good side."

"Maybe, but at least we can take a break from looking for Tombstone and focus on Vulture." He finished up the stitching, put on his shirt, and walked over to where Gwen was.

"Yep," Gwen said still staring at her phone.

"Why are you so focused on your phone," Peter said, trying to look over her shoulder to see.

Suddenly an alert popped up on her phone. "Finally," She screamed, "that took way longer than it should've."

"What took longer," Peter said still trying to look at her phone.

"I virus I put in the Oscorp security system," Gwen said with a smile. Peter couldn't help but remember that she's crazy. "I designed it to erase all security footage from the last 48 hours, so that way there was no possible way anyone saw you change into the spider suit." Peter hadn't even thought about the possibility of security cameras, he was too focused on Vulture. "It also downloaded all of Oscorp's employee and exo-suit data onto my phone, that way we could get information on Scorpion and Vulture. Gotta thank Toomes for giving me the opportunity to do that."

Peter didn't know what to say. She was crazy, but this may actually help them. "What does it say about Toomes?"

"He worked at Oscorp's exo-suit lab," Gwen read off of the phone, "he was in charge of the suit he was wearing, the VU-739."

"Ironic don't you think," Peter interrupted, "the VU-739 is being used by the Vulture."

"It doesn't help that Scorpion's suit was the SC-506," Gwen said, "what are the odds that their exo-suit serial numbers would have the same first letter's as their codenames."

"Improbable but not impossible," Peter said, "besides, they were likely designed with those animals in mind. Scorpion did have a stinger and Vulture did have giant wings."

"Whatever," Gwen rolled her eyes, "anyway, there's not much here on Toomes, but we do have information on his exo-suit."

"Like any information on a weakness," Peter leaned in closer to try and see the phone better.

Gwen shook her head, "it was designed to replace some fancy air force tech, something about a... pararescue airman. They made it more durable and designed it to be bulletproof, fireproof, basically anything they could think of proof."

"Is it made out of the same stuff as Scorpion's suit," Peter asked, still leaning in.

"No," Gwen said, "after your last encounter with Scorpion, they decided to upgrade the metal used in the exo-suits."

"Great," Peter said, "How am I supposed to stop him?"

Gwen simply shrugged her shoulders, "all I know is you need to get him out of the air, otherwise you can't take him down."

"Thanks captain obvious," Peter mocked, "now I'll take him down with ease."

"Well what do you want me to do," Gwen said, "I guess... aim for the joints, those should be weak points."

"I guess that helps," Peter put his hands behind his head and sat down again, "so now what do we do?"

"We wait for Vulture to make a reappearance," Gwen said, "but who knows when that will happen?"

Peter thought for a second, "no one knows when Vulture will reappear," he looked up with a smug smile, "but we know where he's gonna be."

 **o0o**

Norman was riding in his limo, on his way to one of Stark's charity fundraisers. He was furious about the events yesterday. Not only had Toomes stolen his suit and destroyed the lobby to his building, but the Spider-Man had been right under his nose and he couldn't do anything. He needed to get that sample, he needed to finish his formula.

Otto had been informing him that he could send out the RH-417 whenever he was ready, but if it were to be sent out now it would look suspicious. His whole plan was falling apart thanks to Toomes' outburst. He almost wanted Toomes to reappear, if only to give him a piece of his mind.

Suddenly a pair of bladed wings ripped through the roof of his limo and ripped it open, Toomes staring him down with an evil smile. "Hello Osborn," he said, "I believe we have unfinished business."

Norman looked at Toomes with anger in his eyes, "do you know the cost of this limo?"

Toomes just laughed, "only caring about money, that is the Osborn way isn't it?"

Norman scowled, "yes. For example that suit you're wearing cost approximately $750,000, and I would like it back."

Toomes laughed again, "you're not in a position to make demands. It's only you now, no Spider-Man to protect you."

"Did someone say my name," a voice shouted from above, Toomes looked up in time to see a pair of red feet hit him in the face, sending him flying back.

Spidey landed inside the limo and sat next to Norman, "nice car. Seriously how much does this thing cost? And is that skylight included?"

"Spider-Man," Norman said as he scanned the hero.

"Always glad to meet a fan," Spidey said, holding out his hand for Norman to shake it, "but I should tell you, I don't do autographs."

"What are you doing here," Norman said, still scanning the cheep suit.

"Well you're the scientist," Spidey said, "you tell me, what reason could a superhero have for being in your limo?"

"THE ONLY REASON I SEE IS TO DIE," Vulture shouted as he grabbed Spidey in the talons on his feet.

"I was having a nice conversation Vulture," Spidey said slamming his fist into the talons, "and you ruined it."

"SHUT UP YOU MEDDLESOME BUG," Vulture shouted, "I AM SICK OF YOUR ANNOYING VOICE!"

"I'm an arachnid," Spidey said, crossing his arms, "is that so hard to understand?"

Vulture dug his talons in deeper, "I DON'T CARE WHAT YOU ARE, I ONLY CARE THAT YOU ARE IN MY WAY!"

"That's what superheroes do," Spidey said, "I just put my own special charm on it. Now if you excuse me, this is my stop." Spidey shot his webbing onto the engines of Vulture's suit, only for it to burn off instantly.

"I learn from my mistakes spider," Vulture said as he flew higher, "whenever a foreign object is detected near my engines, they will burn it up."

Can't make him fall like last time, Spidey thought to himself, need to come up with a plan quick. Spidey scanned the area quick. He fired a web line onto Vulture's chest and one onto the nearest building he could find. Using the web line on the building, Spidey pulled himself free of Vultures talons, getting a series of scratches on his shoulders as he did so. He then gripped tight onto both web lines, becoming an anchor so that Vulture couldn't fly away.

"Sorry pigeon man," Spidey said as he struggled to hold the web lines, "but you can't fly away just yet, I'm not done making fun of you."

"I'M NOT A PIGEON," Vulture shouted, "I'M A VULTURE!"

"You're annoying is what you are," Spidey said, "and that's coming from me. Have you considered stopping with the constant screeching? Might help."

Vulture spun around and fired a series of blades at Spidey, forcing him to drop his web lines to dodge them. "and throwing giant knives isn't making you more likable," Spidey said as he started web swinging after Vulture.

Vulture began flying back to where Norman Osborn was last seen with Spidey close on his tail. After a minute or two , Vulture spotted the limo again. He dive bombed to get down to where the limo was, but was stopped by a web line on his leg. "You have a serious obsession man," Spidey said as he anchored Vulture again, "you seriously need a hobby. Preferably one that doesn't involve murder."

Vulture flew over and cut the web line that was connecting the two to the building and flew upwards. "YOU ARE SUCH AN ANNOYING PEST," Vulture shrieked as he flew upward with Spidey attached to his leg. Spidey didn't dare to let go, so high up that he was terrified out of his mind. "I didn't care about you at first spider," Vulture said as they flew higher, "but then you got in my way again. I realized you would keep doing this, so I have to get rid of you before I can carry on with my other plans."

"By get rid of, I don't s-suppose you mean you're g-gonna put me down gently on the g-ground," Spidey said as they flew past the top of the Empire State Building, "I don't exactly l-like it up here."

"Put you down, yes," Vulture said with an evil smile, "gently, no." He used his wing to cut the web line that connected him and Spidey, sending him falling to the floor.

"Don't panic," Spidey said, "I'll be fine, s-still got my web-shooters." He tried to fire his web-shooters at the Empire State as he fell past it, only for nothing to come out of them, "okay, now panic." He was falling fast, the ground coming closer with every second, so he moved as fast as he could. He pressed the small button on his web-shooters to make the empty web cartridges pop out, then pulled two new cartridges out of his belt and put them into his web shooters. He fired his web shooter again, this time the familiar webbing shot out, to create a line to swing on. He swung down with his feet brushing against the sidewalk as he swung. "Excuse me," Spidey shouted as he swung through the crowd, "pardon me, hey I'm swinging here." He swung himself high into the air and began swinging, searching for Vulture as he did so.

His spider sense then went off, but he couldn't dodge as he swung. He was slammed from behind by Vulture, who had popped his arms out of his wings to catch Spidey. "JUST DIE," Vulture screeched.

"Sorry," Spidey said, "I'm not very good at that whole dying thing."

"Then allow me to help," Vulture said as he threw Spidey onto the nearest rooftop.

Spidey rolled across the rooftop before flipping onto his feet, "thanks for the offer, but I'm good."

Vulture hovered over where Spidey was standing, staring each other down, an NYPD chopper flew up to where the two were fighting. "This is the police," an officer's voice boomed over the speakers on the chopper, "you are under arrest. Do not move or we will be forced to open fire." Spidey put his hands in the air, prefering the idea of not getting shot, Vulture however wasn't so compliant.

Vulture put his arms back into the wings and flapped them to fire his knives into the blades of the chopper. The choppers blades stopped and it began to fall out of the sky. "NO," Spidey shouted, quickly jumping after the chopper. He landed on the side of the chopper and began firing as many web lines as he could onto the nearby buildings and attahing them to the chopper to make stop it. Vulture then flew up and began cutting through the web lines, Spidey simply kept firing them in order to stop the chopper from falling. He managed to make the chopper land slowly on the ground.

Spidey jumped over to the window of the chopper, "is everyone okay?" All of the officers inside nodded. Spidey let out a sigh of relief, but didn't have time to breathe before his spider sense went off again. Vulture hit Spidey hard with his wing and sent him flying down the street. "Cheep shot," Spidey shouted as he got back to his feet, "where's the referee when you need him?"

Vulture flew at him again, this time Spidey flipped up and landed on his back. "You know you've been pretty bad Vulture," Spidey said, "and if I learned anything from my guardians, it's that when someone's bad, you need to ground them." He gripped tight onto both of Vulture's wings and ripped them off.

"YOU IDIOT," Vulture shrieked, "YOU'VE DOOMED US BOTH!"

"Relax," Spidey said as he started webbing up Vulture, "I got a plan. Whether it's good or not, we'll wait and see." Once Vulture was webbed up from head to toe, Spidey fired two web lines onto the adjacent buildings and attached them to Vulture's back. Vulture swung back and forth slightly above the ground and Spidey flipped off of his back, landing on the ground in front of him. Spidey laughed, "I've heard of a bird bath, but never a bird swing."

"SHUT UP," Vulture said as he tried to break free, but the weapons on his arms were damaged when Spidey ripped off his wings.

"Oh I'm sorry Vulture," Spidey taunted, "but when you cut through my webs last time with those blades on your arms, I realized I was going to need to rip those off as well as your wings. You see, I learn from my mistakes."

"I WILL KILL YOU," Vulture shrieked

Sirens began blaring from not far away. "If you're gonna kill me, it'll have to wait until another day," Spidey said, "right now you got a date with a nice police officer. I hear he's going to take you somewhere nice."

"I WILL KILL YOU," Vulture reiterated

"Maybe in 25 to life," Spidey said before jumping in the air, " see ya bird brain." He began swinging away, Vulture screaming behind him.

 **o0o**

Norman watched the news. The Spider-Man had managed to defeat Toomes, much to his delight. Now he could focus on other matters without the possibility of Toomes interrupting, starting with the formula. Suddenly the door could be heard opening behind him. "Dr. Octavius," Norman said as he spun his chair around, "I'm glad to see you."

"Sir I'm sorry," Octavius said as he walked into the room, "I understand that not only was Spider-Man in Oscorp, but also in your limo. I failed in obtaining the sample during these times."

"Octavius I couldn't care less about that," Norman said, "because I've been thinking."

"Thinking about what sir?"

Norman stood up and walked over to where Octavius was standing, "thinking of how the Spider-Man managed to get to Oscorp so fast. Tell me, from the two locations, what is the fastest possible time that it would've taken to get here."

Octavius fiddled with his tablet, "15 minutes."

"And yet he was here in less than 5," Norman continued, "not to mention that before he actually began fighting Toomes, before he was even in his suit, he saved me by firing his... strange rope onto my leg and pulling me to the ground."

"What are you saying sir?"

"Well seeing as the only teacher seeing over the field trip was female, I'm saying Spider-Man is not only just a mere student at that school," Norman said with an evil smile, "but he is also a student in my son's science class. If we can figure out who he is, then we may be one step closer to getting what we need."

Octavius placed looked down in thought, "I could search public records and find any students who live among the small series of homes that Spider-Man goes to."

"How long would it take?"

"I'm not sure sir," Octavius said as he fiddled with his tablet, "at best, weeks."

Norman let out a long sigh, "well I did not build up this company by being impatient, I can wait." He then went over and sat back down at his desk, "leave."

Octavius walked out and closed the door. Soon, Norman thought to himself, soon I will have the Spider-Man, soon I will finish the formula, soon Stark and Hammer won't even hold a candle to me. He then sat and stared at his screen, staring at the footage from this morning, and he let out a devilish smile.


	7. Shock and Awe

Chapter 7: Shock and Awe

Peter sat quietly in his room. Boredom set in since there was nothing for him to do. He wanted to go patrol, but Gwen was still patching up all the damage Vulture had done to it. He didn't even bother to turn on the TV, not wanting to hear the news at the moment. With his free time, he made enough web fluid to last until he graduated and then some. He even put it to use making pointless trinkets, for example he was currently laying in a hammock made of webbing. He could swing by (or rather walk to since he didn't want to be seen swinging without his suit) Gwen's place to see if she was almost done, but she wanted it to be kept a surprise. Peter hated the idea of her messing with his suit. He finally decided to at least get out of the house, it would probably be good to move around. He got dressed and went downstairs.

"I don't know what to do," Aunt May said talking into the phone, Peter couldn't help but listen in, "all these bills, I may have to start doing double shifts at the diner. I never realized how much Ben provided for us until he was gone." She was struggling with money from what Peter could tell. "I just hope that I don't have to mortgage the home or worse," She continued, "yes, yes, maybe that would help. Well Madeline I have to get to work. Oh and if you see Peter, don't tell him about this. I don't want him to worry."

She hung up the phone and began walking out of the kitchen to where Peter was. He quickly jumped onto the ceiling, trying not to get caught listening into his Aunt's conversation. She walked past where Peter was clinging to the ceiling, luckily not noticing him, and walked out the door. Once she had closed the door, Peter dropped from the ceiling.

Peter slipped into the kitchen to see a series of envelopes on the counter. All of them were bills, some of them late. Peter felt bad. He had been so focused on being Spider-Man, he forgot about Aunt May. She was trying her best to pay the bills by herself, trying not to worry him with the money problems. Despite her not wanting him to help, Peter knew he couldn't sit around doing nothing.

He decided he would find a job, find one that would pay well so he could help his Aunt. He picked up the phone and found pulled out a small piece of paper with a number on it, dialing the number. The phone rang for a bit before someone finally picked up, "hey it's Gwen, what's up."

"Hey Gwen," Peter said.

"Hey Peter" She said, clearly holding something in her mouth, "listen if you're calling to ask about the suit, I'm finishing up the stitching now and I'll have it to you by Monday."

"No no," Peter said, 'it's not about that. I..."

"I also haven't found anything on Tombstone if that's what you're wondering," she interrupted.

"Not that either," Peter said, "I need...

"Listen," Gwen said, "I'm busy finishing up your suit, so unless another Scorpion or Vulture is attacking, then I'm..."

"GWEN," Peter shouted, "it's not about Spider-Man. I need your help finding a job."

"Why do you need a job," Gwen asked.

"My Aunt has been having trouble paying bills," Peter said, "I want to help her out."

Peter could hear her let out an awe on the other end, "that's so sweet Peter, but why'd you come to me for this."

"I need help finding a job that won't interfere with me being Spider-Man," Peter said, "I figured you could help."

"Sure can," She said, Peter could hear her typing something, "I'll call you back when I have something for you."

"No," Peter said quickly, "Aunt May doesn't want me helping, if you call there's a chance she could pick up. Just tell me on Monday, Okay?"

"Alright," she said, "I'll see you on Monday."

"See you then," Peter said before hanging up.

 **o0o**

Peter had tried looking for some job's on his own. He couldn't think of anything good, even part time he would spend too much time as Spidey to make his shifts. He thought about delivering pizzas or something, but realized that he'd have to drop everything when stuff went wrong. He came up with nothing, so his only hope was that Gwen found something.

"Peter," Gwen called from down the hall as Peter went through his locker, "I found the perfect job."

"Really," Peter said, "what is it?"

Gwen reached into her bag and pulled out a copy of the Daily Bugle. Peter grabbed it and started reading some of the articles that were on the page she was on. just like the last time he read this paper, all of the articles were tabloid material. One article was about a man surviving upwards of 60 years in an iceberg, another about some giant green monster in Nevada. "How is this stuff supposed to help me," Peter asked.

Gwen looked at the page he was on, "Oh sorry, that's the wrong page." She pulled it out of his hands and began flipping through the pages until she found the one she wanted and handed it back.

Peter instantly saw what she meant. On corner of the page was a large ad for the paper:

 _Pictures of Spider-Man wanted_

 _Large reward_

The ad also gave the address of the Daily Bugle building. Peter simply stared at the paper for a long time. "Well," Gwen finally broke the silence, "is it perfect or what?"

"I don't like using my powers for money," Peter said, "not anymore at least."

"You're not using your powers," Gwen said, "just taking pictures of yourself using your powers."

"I don't know," Peter said, still scanning the ad, "I feel like I shouldn't."

"Peter," Gwen said, planting her hands on his shoulders, "you're a photographer, you're a superhero, someone want's pictures of superheroes, this is the perfect job for..." She cut her self off and put her hand against her ear. "You need to go," Gwen said.

Peter looked at her with confusion, "why?"

"Bank robbery in progress," she said, "and there's a guy using some fancy tech, police may need your help."

Peter looked at the time, "we have class in a couple minutes."

"There is no way you can convince me that class is more important than a robbery," Gwen said with a glare, "listen, it's not far away, so if you hurry you may be able to make it back before the next period ends. Now go stop the bad guy."

Peter knew she was right, "alright, but first I need my suit."

Gwen reached into her bag and pulled out a large box, handing it to Peter, "here you go." She then reached into his locker and grabbed his camera, "you may need this."

"I'm not going to take pictures of myself," Peter said putting the camera back in his locker.

"Oh come on," Gwen said as she pulled it back out, "if hundreds of basic girls on snapchat can do take pictures of themselves, then so can you."

"No," Peter said, putting the camera back.

"Yes," Gwen said, pulling it back out, "or I'll take the suit back."

Peter didn't want to argue, he had to go stop the robbery, "fine." He grabbed the box and the camera and ran out of the school. He found the most private alley he could before opening the box.

He stared at the contents for a moment, noticing that Gwen had made some small changes to the suit. For starters, she replaced the red socks he wore with red boots, but cut off the toe area of the soles so it wouldn't interfere with his wall crawling. She also sewed his goggles into the mask, so he no longer had to put them on individually. She even took the areas where Vulture had cut into the suit and patched them with a black, almost web like design that spread over the entirety of his hoodie, mask, boots, and gloves. She even sewed a large spider symbol onto the chest of the suit. Peter wanted to be mad about her messing with his suit like that, but the suit looked so much nicer now that he simply couldn't be. He had to have looked at it for a minute before putting the suit on. He finally clicked his web shooters on, put his street clothes in the box, and began swinging to the bank.

It had only been a couple of days, but Spidey missed swinging around New York. It was exhilarating. "How's the suit," a voice said right into his ear, catching him so off guard that he nearly let go of his web line. "Hey Peter," the voice continued, "is this thing working?"

Spidey stopped and landed on a nearby rooftop before putting his hand to his ear, "Gwen? Is that you?"

"Hey Peter," Gwen said, "I was just testing out the communicator I put into your mask. Now I can help you even when you're swinging around town."

"Neat," Spidey said, "but don't you have class to get to instead of bugging me."

"I have a free period," Gwen said.

Spidey sighed, "of course you do. Just... don't talk to me while I'm fighting baddies and call me Spider-Man or Spidey or anything but Peter, I wear a mask for a reason."

"Will do web head," Gwen said as she typed on what Spidey assumed was one of the school computers, "now get swinging, I'll give you directions to the bank."

Spidey jumped back into the air and started swinging down the street as Gwen gave him directions in the air. Spidey found the bank quickly with Gwen's help. Police had surrounded the building. Spidey couldn't help but notice that some of the police cars had been flipped or were severely damaged. "This hurts already," Spidey said before hopping into the air and swinging down through the door, "GERONIMO!" He landed in the center of the bank floor, ready to fight the crew that was robbing the place, only to find one guy.

He was in a red suit with a yellow mask and yellow arms, the yellow parts had this strange fishnet design on them. He was wearing red gloves, but most of them were covered by a pair of silver gauntlets. He had black leggings with red boots, knee pads, and elbow pads as well as silver shoulder pads, belt, and small cuffs around his boots. A small v design of red could be seen on his forehead as well as two small bits of the yellow on the sides of his waist near his belt and going down the sides of his leg to his knees and small bits of silver on the back and toe of his boots.

"YOU AGAIN," the red and yellow man shouted with a southern accent.

"Again," Spidey said in a confused tone, "wait a minute. Southern drawl, we've fought before, stupid enough to wear something like that. Wyoming is that you?"

"IT'S MONTANA YOU FESTERING IDIOT," He screamed, "AND I DON'T GO BY THAT NO MORE."

Spidey leaned in with interest, "so what are you now, the Fishnet Bandit?"

"No," he said, "I'm the Shocker."

Spidey laughed, "Shocker, really? Why? Is it because that outfit's so stupid that people are shocked that you'd wear it?"

Shocker shook his head, "no, it's 'cause of these." He then thrust his arms forward, firing a wave of electric energy at Spidey, who tried to dodge, but the attack was so wide that he didn't have room to. Spidey slammed against the wall and fell to the floor.

"Yep," Spidey said, "that is shocking. And painful."

"Hammer tech," Shocker said, "provided by the big man."

"big man," Spidey said with confusion, "you mean Tombstone?"

Shocker growled, "Yeah, I mean him. He gave me this tech and told me to start getting cash for him, he pays me well. And he said if you got in my way, I have every right to squash you bug."

"Arachnid," Spidey said as he flipped onto his feet, "why does everyone get that wrong? It's not that hard. Let me guess, next you're gonna say you don't care what I am and that you'll squash me all the same?"

"Bingo," Shocker said as he fired his gauntlets, this time Spidey shot two web lines up and pulled himself out of the way into a corner near the ceiling.

Spidey took the opportunity to take his camera out and web it in place, quickly setting it so it would periodically take pictures (it was a camera Peter had modified in his own time to do such things), before jumping at Shocker. Shocker promptly blasted him, the flash of the camera going off as he did so. "Okay," Spidey mumbled to himself, "not saving that picture." He flipped around began firing web balls at Shocker in an attempt to hurt him, but he simply fired his wave of energy and blasted them out of the air, another flash going off as he did so.

Spidey decided to pull himself up and swing around the large lobby of the bank. Shocker tried to shoot him down but couldn't hit him. "All that fancy tech and you still can't hit me," Spidey shouted as another flash went off, "maybe you should ask for a refund."

"Maybe I should kill you," Shocker shouted as he continued to shoot.

"I'd rather you not," Spidey said, "I kinda like life."

"Do you ever shut up," Gwen said over the communicator, "I'm on your side and I want to punch you."

"I told you not to talk while I'm fighting," Spidey whispered into the comms, "I'm trying to focus."

"Well fine," Gwen said, "if you don't want my help."

Spidey could use some help, "fine, how do I stop him?"

"Get those gauntlets off for starters," she said, "all his tech is there. just get those off and then he goes back to being plain old Montana, and you'll take him down like you did the last time you fought him."

"Alright," Spidey said, "I can do that." He then continued swinging around the room while Shocker continued to fire. "You know what's really shocking," Spidey yelled, another flash going off, "the fact that a trained mercenary can't seem to hit some rookie hero. It's a little bit sad."

"You're annoying beyond belief," Shocker shouted.

"What can I say," Spidey said, "I have my natural..." Spidey was blasted out of the air as he taunted, sending him flying across the room.

"How's that for shooting," Shocker shouted, slowly walking closer to Spidey. He had to have been a a couple yards away before stopping and putting his hand to his ear. "yes sir," he mumbled, "I'll be right there." He must've been talking to Tombstone. "Consider yourself lucky bug," Shocker said, "I know you still got some fight left in ya, but I gotta run." Spidey tried to get up, but Shocker quickly blasted him again to knock him back before firing a hole into a wall and running out with bags of money.

"Well," Gwen said into his ear, "I think that went well."

"Shut up," Spidey groaned as he forced himself to his feet. He quickly shot a web line onto his camera and pulled it down. Once he had his camera in his pocket, he took off after Shocker. He quickly searched around the area, but with no avail. Shocker was gone.

 **o0o**

"Ow," Peter said as Gwen put ointment on the bruises on his back, "be careful." Gwen had been treating his wounds in the basement, seeing as he had to go through school with them unattended all day. Luckily, it was just bruising.

"Well maybe if you focused less on jokes and more on fighting, you wouldn't have these bruises," Gwen said.

"What can I say," Peter said with a smile, "I'm just giving my fans what they want." Gwen slapped him on his bruise. "OW."

"What," Gwen said as Peter glared at her, "you aim to please your fans, right? Well I'm a fan and that was very pleasing."

"You constantly make me regret bringing you on board my vigilante expedition," Peter said as he put his shirt back on.

"Well you won't regret it for long," She said as she spun her chair over to where her computer was, "because I found the blueprints for Shocker's suit."

"And like magic, I like you again," Peter said as he looked over her shoulder at her computer. There was not much to be seen, the suit was rather simple. Like Gwen said, the only actual technology on the suit was his gauntlets, they were designed to fire some sort of electric vibration wave, the rest was just an insulated suit.

"I found this while you were fighting him," Gwen said, "it was easy since he said it was from Hammer Industries. When you said it was electric with all your shock jokes, it made it a lot easier to find it."

"So his gauntlets are his only weapon," Peter said, "I can work with that. I don't even have to get them off. I may be able to fry them with an EMP."

"Where are you gonna get an EMP," Gwen said.

"I already have one," Peter said as he walked over to a set of drawers, "I made it when I got bored. Used some various stuff lying around the house that no one was using." He pulled out a small device with an orange handle and a circle made of copper wire sticking out the end.

"I don't think owning that is legal," Gwen said.

"She said to the masked vigilante," Peter said as he put the copper wire ring on the device against a nearby calculator and pressing the button on it, making the calculator turn off, "perfect."

"We may need a better power source for it," Gwen said as she took it out of his hands, "D batteries aren't going to be able to shut down something as advanced as Shocker's gauntlets. I can work on that, you need to get going."

"What is it this time," Peter said, "highway chase, jewelry story heist?"

"A meeting with the editor of the Daily Bugle," Gwen said as she pulled a series of photos form the printer, "I took your camera and printed out the photos, they're not that bad. You're gonna need to get going."

Peter rubbed the back of his neck, "I'm still not sure about this Gwen."

Gwen shoved the photos against his chest, "Look, all you got to do is walk in there, give them these, get your cash, and walk out."

Peter hummed in thought, "I'm still not sure."

"Get going," Gwen said with a raised hand, "or I'll smack every bruise on your body ten times over."

Peter thought for a minute, "fine. You work on that, try to make it work in a way that isn't a burden."

"On it," Gwen said, immediately taking the device apart and figuring out how it works, "now get going. And put something nicer on, dress to impress."

"Alright," Peter said, "make sure you get that thing working. It's all we can do to stop Shocker and he's our only lead on Tombstone."

"Will do," Gwen said, "now get going."

Peter nodded and walked upstairs, all the way up to his room. He pulled out a suit Uncle Ben gave him a while back, saying he should always have a suit just in case. He quickly put in on and looked himself in the mirror. "Not bad," Peter said to himself, "but could still use something." He walked over to his dresser and picked up his old glasses, popped out the lenses, and put them on. "Perfect," Peter said as he spun around in the mirror. Peter put the photos in a small manila folder and walked downstairs.

"Where are you going all dressed up," Aunt May said as he walked past, he had forgotten she was home.

"I... was just going... to meet up... with someone," Peter said, trying to explain in a way that wouldn't give it away, "we were... gonna go somewhere nice so I thought I should dress nice."

"and who might this person be," Aunt May said, tilting her head with interest.

Peter hadn't thought she would pry further. He tried to think of anyone he could use, luckily someone else helped him. "Me," Gwen said as she came up the stairs, "Peter, I told you not to get all dressed up. We were just gonna hang out."

"What can I say," Peter said, "you told me to dress to impress."

"How cute," Aunt May said, "well you two have fun."

"We will," Peter said as him and Gwen walked out the door, "bye Aunt May."

"Bye Mrs. Parker," Gwen said.

"Bye you two," Aunt May said with a smile, "and Gwen, feel free to call me May."

"Okay May," Gwen said, "Goodbye." Peter and Gwen walked out the door and at least a block before finally breaking silence.

"Thanks," Peter said, "I really don't want her to know about how I'm doing this, she didn't want me working before..."

"Before what happened with your Uncle," Gwen said.

"Yeah," Peter said, a little depressed, "and now she really doesn't want me working, trying to not worry me."

"If only she knew what you did in your free time," Gwen said, "then she'd be the one worrying."

"Yeah," Peter said, "by the way, what are you doing up here? I thought you were working on the new EMP?"

"I was," Gwen said as she pulled the small device out of her pockets, "but I have better tools at my house."

"Maybe because your parents have better jobs," Peter said.

"Parent, singular," Gwen said, "and yes he does."

"Well I got to get going," Peter said, looking at his watch, "I'll see you later." Peter ran off, waving behind him.

 **o0o**

Peter looked up at the Daily Bugle building. While it certainly wasn't the biggest building in Manhattan, it was still huge. Peter had to guess it was at least 20 stories or more. He stared it for a couple of minutes, debating whether to go in or not. He finally decided to walk into the building, not wanting to face Gwen's wrath if he didn't.

Peter walked into the lobby of the building and was greeted by a secretary. "Hello," she said, "may I help you?"

Peter pulled out the folder, "I have some photos of Spider-Man. The ad said that you had a large reward for anyone who brought these."

"Hold on a minute," the secretary said before picking up her phone, "hello, Betty? yes we have someone to see Mr. Jameson. Something about photos of Spider-Man. Okay then. Goodbye." She quickly hung up the phone and turned back to Peter, "take the elevator to the right, top floor."

"Thank you," Peter said before walking over to the elevator. He stepped inside and pressed the button with the highest number, the 22nd floor. The elevator slowly went up. Peter felt like he was getting heavier as it went up, like the elevator would snap under his weight any second. Finally the elevator stopped and Peter stepped out. The room was huge, people running around everywhere. All Peter could hear was the sound of keyboards clicking, phones ringing, and people talking.

Peter walked around the room, looking for the editor's office. "Excuse me," a woman's voice called. Peter turned to see a woman with black hair in a black dress with pearls around her neck. "Are you the photographer with the Spider-Man photos," She continued.

"Uh... yeah," Peter said, "Peter Parker." He held out his hand.

"Betty Brant," she said, taking his hand and shaking it, "Mr. Jameson's office is right there." She pointed at a door that read _J. Jonah Jameson Editor_ , "go ahead and go in."

Peter nodded and walked over to the door, he could hear two voices yelling on the other side. "Um... Ms. Brant," Peter said, "I think he's already in there with someone."

"He's always has someone else in there," Betty said, "he should be talking with Robbie right now. Just go on in."

"Sounds like a fun time," Peter said before walking in.

He saw two men as he walked in the door. One was a larger man standing up with a tan suit and a red tie and black hair, Peter guessed this was Robbie, the other one was a smaller man sitting behind the desk with a gray suit and a red tie with black hair that had gray sideburns smoking a cigar, Peter knew this was Mr. Jameson by the name tag on his desk.

"Dammit," Jameson said, "Ms. Brant, who the hell let this kid in here."

"Um... actually sir," Peter said nervously, "I'm the photographer with the Spider-Man pictures."

Jameson scanned him for a minute, "well what the hell are you doing standing there, sit down." Peter walked over and took a seat in the chair in front of the desk. "Well give them here," Jameson said, Peter handed over the small folder of photos with a gulp. Jameson looked through the pictures, quickly scanning over all of them, "they're all crap."

"What," Peter said, "those are taken with a high quality camera that I modified myself, those things are almost 4K quality."

"Well they're all crap," Jameson said, "I'll give you 300 for them, standard freelancer fee."

Peter got a little upset, "You said a large reward,not standard fee."

Jameson puffed his cigar as he scanned Peter again, "how old are you, 15?"

"16," Peter said, scanning Jameson himself.

"Well 300 is a lot for your age," Jameson said, "take it or leave it."

Peter stood up and grabbed the folder, "leave it."

"Sir," Robbie cut in, "we still need a front page article."

Jameson groaned, "stop there kid." Peter froze in the doorway to the office. "Listen," Jameson said, "I'll give you 500 for them."

"I don't know," Peter said, looking up in thought, "I heard the Daily globe was willing to pay upward of 700 for pics like these."

Jameson gave him a glare, "whats your name kid."

"Peter Parker."

"I like your style Parker," Jameson said with a smile, "reminds me of a young me." Peter shuttered at the thought of being anything like this man. "Just cause I like you, 1000."

"Deal," Peter said, shaking Jameson's hand, "and a job."

Jameson stared at him for a second, "alright kid." He then scribbled something onto a small paper, "give this to the girl at the desk."

"You mean Ms. Brant?"

"Yeah," Jameson said, handing Peter the paper, "Give it to her." Jameson then turned to Robbie and handed one of the pictures of Peter swinging with Shocker attacking, "Robbie, here's your front page. Headline: Exclusive pictures of the Spider-Menace."

Peter stopped in the doorway again and turned to face Jameson, "what do you mean menace? He was stopping that robbery."

"That's what I've been saying," Robbie said, "but he's too stubborn to listen."

"He is a menace," Jameson said standing up, "a criminal, even."

"He's not a criminal," Peter said, walking back to the desk, "he's a hero."

Jameson laughed, "he's not a hero. I have a son who's an astronaut, he's a hero."

"Spider-Man has saved lives," Peter said slamming his hand on the desk, "he IS a hero."

"Then why the mask," Jameson said, standing up himself, "we got plenty of New York's finest, they don't wear masks, they're heroes. Spider-man is just a vigilante, which makes him a criminal, which makes him a menace."

"Kid you're not going to win this," Robbie said, "just take the money and run."

Peter let out a sigh, "fine, print what you want, I don't care, your paper."

"Damn right it is," Jameson said with a puff of his cigar, "now get the hell of my office." Peter began walking to the door, "AND GET MORE PICTURES OF SPIDER-MAN!"

Peter walked back to the Ms. Brant's desk. "How'd it go," she said, "sounded nice."

"Oh I can already tell as we're gonna be the best of friends," Peter said as he handed her the paper Jameson gave him.

"At least he pays you well," She said as she signed a check, "here you go. Welcome to the Daily Bugle."

Peter smiled as he took the check, "thank you."

Peter took the check and put it in the pocket inside his suit. "Well I better get going," Peter said, "I need to go help a friend with a... uh... school project." Peter walked out the door, down to the lobby, and out the door. Peter was ecstatic, while it wasn't as good as his old wrestling gig, he had a well paying job. He was so happy that he could jump, only thing stopping him was the idea of people seeing him jumping three stories up.

Peter kept his good mood up. He kept it all until he heard sirens. Peter quickly looked down the street to see an armored truck racing down the street with a horde of cop cars behind it. As it passed by, Peter could see a series of electric vibrations fly out the back. Shocker.

Peter ran into the nearest alley that he could find and took off his suit to switch into his spider suit. He threw his dress clothes as well as his glasses against a wall and quickly webbed it there. "Let's hope this takes less than an hour," Spidey said as he stared at the wall. He quickly pressed down on his ear to turn on his communicator, "hey Gwen you there?"

"Speaking," she said on the other end of the comms, "what's up?"

"I know it's only been an hour or two," Spidey said, "but have you finished the EMP? Shocker's attacking again."

"Sorry," Gwen said, "but no."

"Well," Spidey said with a sigh, "I can't let him rampage like this."

"What exactly are you gonna do?"

"Hope and pray," Gwen," Spidey said, "hope and pray."

"Good luck," Gwen said.

"Thanks," Spidey said, "god knows I'll need it." He jumped into the air and began swinging. It didn't take long for Spidey to catch up to the truck, it was moving slow because it had to dodge traffic. Spidey landed on top and peaked inside to see the familiar red and yellow villain. "Hey there Shocky," Spidey said, "long time no trying to kill me. How's the wife and kids?"

"YOU," Shocker shouted.

"Me," Spidey said, "so two robberies in one day, you going for a record or something?"

Shocker didn't say anything, instead firing his gauntlets at where Spidey was looking in. Spidey managed to flip back just in time to dodge, landing on the center of the roof. His spider sense blazed up and he flipped onto the hood of the truck to dodge a blast from Shocker that left a hole in the roof. Spidey decided to turn his attention to the driver, stop the truck, and then fight Shocker.

He crawled onto the door and knocked on the window. The driver rolled it down. "Hey buddy," Spidey said, "I think you're going a bit above the speed limit, you might want to slow down." The driver pulled out a gun and aimed it at Spidey, who promptly ripped it out of his hand. "Awe," Spidey said, "you got me a gift. Eh, not my style." He rose his voice to a shout, "HEY SHOCKY, YOU CAN HAVE THIS!"

He threw it through the hole in the roof that Shocker made, he could hear Shocker let out a sharp "ow," showing that Spidey hit his mark.

"So you want to slow down now," Spidey said, "or do I need to punch you."

"No one's slowing down bug," Shocker shouted, he had climbed on top of the roof of the truck.

"I think everyone's slowing down Shocker," Spidey said, "how else are the nice police officers gonna take you to jail?"

"We ain't slowing down," Shocker said, "you, however, may want to hurry up." Shocker tapped his wrist, "I reckon you only got about five minutes."

"Five minutes," Spidey said with confusion, "what do you mean five minutes?"

"I mean five minutes till the bomb goes off," Shocker said, "I expected you to show up, so I had one planted under Queensboro bridge."

"WHAT," Spidey shouted, "YOU'RE INSANE!"

"Maybe," Shocker said, "but I still am gonna get away with the prize. That is unless you think stopping me is more important than hundreds of lives."

"You're bluffing," Spidey said.

"You can't afford to call that bluff," Shocker said, "cause if you're wrong..." He made an exploding gesture with his hand.

Spidey couldn't argue, "this isn't over Shocker."

"No it ain't web head," Shocker said, "but it's over for now."

Spidey jumped off the side of the truck and began swinging towards Queensboro bridge. He made it there in a couple of minutes and then swung underneath the bridge. Sure enough, a large block of C4 was underneath the bridge, resting on the bottom of the bridge.

"Hey Gwen," Spidey said into his comms as he clung to the bottom of the bridge.

"Hey," Gwen said, "how'd it go with Shocker."

"Not good," Spidey said, "now more importantly, what do you know about disarming bombs?"

"WHAT," Gwen shouted.

"Shocker planted one under Queensboro to keep me busy," Spidey said, "now I need to disarm it."

"Peter, I literally know nothing about bombs," Gwen said with concern, "and I'm sure you don't either."

"Okay then," Spidey said, "guess we need a plan B."

"Well if you can't disarm it" Gwen said, "then get rid of it."

Spidey thought for a second, "okay then. I think I got something." Spidey shot two web lines and attached them to the bomb. He saw the time on the bomb as he did so, 30 seconds. He picked up the bomb and pulled it back as far as he could. Once the clock hit 10 seconds, he let go and sent the bomb flying over the water. The bomb landed in the middle of the water, blowing up on impact.

"So I think I did it," Spidey said, "but I'm still too shocked to tell."

"You did it," Gwen said, "I could hear the explosion over the comms, and considering you're still talking, it seems clear you did it."

"Okay then," Spidey said, "you don't happen to know where Shocker is do you?"

"No," Gwen said, "he got away."

"Great," Spidey said, "what a great day."

 **o0o**

Peter sat on the couch with Gwen, watching the TV. "So there goes our one lead on Tombstone," Peter said, "what now?"

"Shocker isn't done," Gwen said, "we just need to wait for him to show up again."

"At least I have time to come up with more ways to make fun of him," Peter said, "shouldn't be hard, he looks like an idiot."

"Coming from the guy with a red web hoodie," Gwen said.

"You put those webs on there," Peter said, "and the Spider logo."

"And I am proud of my amazing sewing skills," Gwen said.

"Whatever," Peter said as he turned back to the TV. It had changed to a news report while he wasn't looking.

It was something involving the police captain, Peter couldn't help but watch. "We have received evidence showing the Spider-Man throwing a bomb into the east river," the captain said, "we can not ignore this act of violence, that is why I am issuing a arrest warrant out on the vigilante known as Spider-Man."

"WHAT," Peter shouted, standing up, "I was stopping that bomb from blowing up the bridge. Who does this guy think he is."

"An egotistical police captain who jumps to conclusions too often," Gwen said, just staring at the TV with a bored look.

"He didn't seem egotistical," Peter said.

"Trust me," Gwen said, "he is."

"Peter," Aunt May called as she walked into the house, "I'm home."

"Hey Aunt May," Peter called back from the living room.

"Hi May," Gwen said.

"Oh," Aunt May said, "I didn't realize you were going to be here Gwen."

"don't worry May," Gwen said, "I was just heading out." She grabbed her bag and walked out the door, "bye."

"See ya Gwen," Peter said. Peter waited for Gwen to be out the door before he got up. "Aunt May?"

"Yes Peter," Aunt May said with her normal, calm tone.

He reached into his inside suit pocket and pulled out his check from earlier, "I overheard your conversation on the phone, I saw the bills. I know you don't want me to worry about it, but I couldn't sit and do nothing." He put the check in her hand, "this is for you."

She stared at the check in silence for a full minute before speaking, "Peter, I can't accept this, this is your money."

"Well I can do what I want with my money," Peter said, "and I choose to give it to you."

"Peter," Aunt May said, a tear slowly falling down her face, "I don't know what to say."

"Don't say anything," Peter said, "just take it."

Aunt May smiled and wrapped her arms around him in a warm embrace. "Thank you Peter," she said. She held on tight as Peter returned the hug.

 **o0o**

Montana walked into the large office. It was a large room with only one window, a pool table, and a desk. There were only two men in the room, besides Montana himself. One was in a blue suit with thin white stripes, a black shirt, and a red tie, he had a strange forehead almost like a block, Montana was pretty sure his name was Hammerhead. The other he couldn't see, he was sitting in a chair facing away from Montana, all Montana could see was the arms of his black suit and his pale, white hands, Montana knew this was the big man, Tombstone.

"Montana," Tombstone said, "do you have what I asked for." Montana walked over and placed what he stole from the armored truck earlier that day on the desk.

Hammerhead picked it up and examined it, "it's real." He handed it Tombstone, who was still facing away.

"Good," Tombstone said, "one step closer."

"I know it's not my place," Montana said, "but what is this for."

Tombstone sat in silence, letting the room grow tense before speaking, "you're right, it's not your place." Montana stood there for a moment, just staring at the back of the chair. "What the hell are you still doing here," Tombstone said, "you still have work to do. I still need the other pieces to finish my device, so go get them."

Montana nodded, despite the big man not being able to see it, and left.

 **o0o**

 **EDITORS NOTE:**

Real quick, before I end this chapter, I want to give a shout out to Hewy Toonmore. He gave let me use his design for Shocker and if you want a better visual for what I was trying to describe, then go check him out on deviantart (I'd give a link, but doesn't let me do that, I've tried).


	8. Living Lighting

Chapter 8: Living Lightning

Peter could barely stay awake. He had been up late in an attempt to find Shocker. It was his desperate attempt to find Tombstone. He figured if he could find Shocker, he would lead him right to Tombstone. Gwen wasn't fairing any better. She had basically been doing the same thing. She would stay up late trying to research Tombstone or find any sightings of Shocker, in or out of his suit. They had been like this for at least a week. Both of them desperately wanted a break, but couldn't bring themselves away from their work. Finally someone else did.

"Excuse me," Ms. Smith, their science teacher said, "Peter, Gwen, could you stay after class, I need to talk to you." Peter and Gwen had no idea what this was about, neither of them had ever been held after class. There was no reason they should've been held that they knew of. They made sure that the other stayed awake during class and that their work was done so it didn't interfere with their vigilante activities. They both just stared at each other with confusion.

"Um... Miss," Peter finally said, "can I ask what this is about."

"Well," Ms. Smith said, "seeing as the two of you have been such excellent students in my class, I wanted to tell you that I put you up for a recommendation."

"What kind of recommendation," Gwen asked

"An internship recommendation," Ms. Smith said, "more specifically, the internship for Dr. Connors. He believes he is about to make a breakthrough in his research and has been looking for extra hands to help out.

Peter and Gwen looked at each other for a minute. Neither knew what to say. While Gwen was excited, Peter was a little hesitant.

"I don't know," Peter said.

"PETER," Gwen basically shouted, "you can't possibly be turning down an opportunity like this."

"I think I may be able to turn it down," Peter said, "last time I was there it didn't go well."

Gwen was so caught up in the moment that she forgot about what happened the last time they went there. She hadn't noticed before but Peter was rubbing his hand, more specifically his spider bite. Her excitement died as she began to understand why Peter was so hesitant. She put her hand on his shoulder in an attempt to comfort him.

"Peter," Ms. Smith said, "you don't have to if you don't want to."

"No," Peter said, "I'll go, it's way too good of an opportunity to turn down. Who knows, maybe it won't be nearly as bad as last time. Hopefully."

"Peter," Gwen said, "are you sure?"

"Yeah," Peter said, forcing a smile, "it's to good of an opportunity to give up. Hopefully it will lead to something great."

 **o0o**

Peter and Gwen stood outside the lab. Peter was still debating whether to go in or not. Gwen decided to wait with him in order to keep him comforted. The building seemed larger than the last time they were her, almost intimidating.

"Come on Peter," he said to himself, "you can do this. It's just a building. Not like anything else could go wrong here."

"You don't need to go in," Gwen said, "I can just tell them you're sick or something."

"No," Peter said, "I've gone against guys way worse than this, I can handle it. Time to show the world Peter Parker isn't afraid of anything."

"Parker," a voice called form behind him with a questioning tone. Peter quickly turned to see a large blonde man in a green trench coat with a white shirt and blue jeans, "did you say you're Peter Parker?"

"Yeah," Peter said, giving the man a confused look, "do you know me?"

"You don't remember me," the man said, "we used to hang out all the time when we were kids."

Peter closed his eyes in thought before finally realizing who he was talking to, "Eddie?"

"Bulls eye," Eddie said with a smile.

"Holy crap man," Peter said as he walked up and fist bumped Eddie, "I haven't seen you since we were little kids. How've you been?"

"I've been great," Eddie said, "been living life the best I can."

Gwen cleared her throat to get the guy's attention, Peter had forgotten she was there and Eddie hadn't noticed her. "Well Peter," she said, "aren't you gonna introduce me to your friend?"

"Oh right," Peter said, "Gwen, this is Eddie Brock. Eddie, this is Gwen Stacy."

"Nice to meet you," Gwen said as she shook Eddie's hand, "so you're a childhood friend of Peter's?"

"Yeah," Eddie said, "our parents used to work together, so we got to hang out a lot. We haven't seen each other in so long, I had to go live with my grandma in Maine after..." Eddie and Peter both looked at each other, both depressed.

Gwen decided to try and bring the mood back up, "So uh... what are you doing here?"

Eddie picked his head up and looked at her. "Well besides going to school here," he said as he gestured to the campus, "I also work for Doc Connors. Him and the Daily Globe are basically paying my tuition, as well as keeping food in my fridge."

"You work for Dr. Connors," Peter said, "dude, I just got the internship at his lab."

"No way," Eddie said, "I always knew that brain of yours would lead you somewhere man. I remember when we were kids and you built that... what was it again?"

"It was a wind turbine," Peter said, "it was just a fancy fan."

"But you built it when you were like...5," Eddie said, "that's like... Einstein level smart."

Gwen cleared her throat again, "don't you guys think we should actually go into the lab?"

Peter and Eddie stared at each other for a moment before nodding and walking in alongside Gwen. Peter had forgotten how big the building was. Peter looked around, he saw lizards, eels, and... spiders. Peter instantly felt uncomfortable again.

"Hey man," Eddie said, "you gonna be okay?"

"Yeah," Peter said, "I'll be fine, I'm just... not the biggest fan of spiders."

"Well that may be my fault," someone called form nearby. Everyone turned to see Dr. Connors, "I never intended to let a super spider loose."

"It's okay Dr. Connors," Peter said with a forced smile, "at least it didn't have any long lasting effects." Gwen let out a small laugh.

"Well that's good to hear," Dr. Connors said, "I was afraid that the spider may affect you in some sort of negative manner."

"As long as you don't have anymore of those spiders," Peter said nervously, "you don't, do you."

Dr. Connors let out a laugh, "don't worry Peter. That spider took years of scientific research, we can't just produce them overnight. Besides, we have something better now."

"What might that be," Gwen said, her head was tilted with curiosity.

"Hold on," Eddie said, "let's not jump the gun. Hey Doc, I'll show these two around while you prep our new exhibit."

"We've already seen the building," Gwen said, "I'm more interested in this new exhibit."

Eddie thought for a second before turning back to Dr. Connors, "what do you think Doc?"

Dr. Connors hummed in thought, "well Max is probably still working on the tank, but I'm sure it would be fine to show them." Dr. Connors waved his good arm to them, signaling to follow. Everyone followed Dr. Connors into a nearby room.

It was another large room. It had almost nothing in it, not even windows. The only thing in the room, besides a series of lab tables, was a large fish tank filled with eels. Besides the group that just came in, there was one other person in the room, a man with messy, long, brown hair in an electricians uniform. He was working on something near the tank.

"Hello Max," Dr. Connors said, "how are the repairs to the tank going."

"Good," the other man in the room, Max if Peter heard correctly, said, "I just need to finish putting these wires together."

Dr. Connors turned back to Gwen and Peter, "this is Max Dillon, my top electrician. He does all the electric work in my lab and makes sure that all of the habitats in the lab are working properly."

"And you still don't pay me well," Max said with a smile.

Dr. Connors let out a laugh, "maybe if you stopped complaining I would." This time Max let out a laugh.

"Doc," Eddie said, "don't you think you've been keeping our guests waiting long enough, I'm sure they want to see our latest experiment now."

"Yes yes," Dr. Connors said. He proceeded to walk over to the tank, "I am proud to show you our latest breakthrough, genetically altered super eels."

"Genetically altered," Peter said with interest, "you don't mean like..."

"Yes Peter," Dr. Connors interrupted, "like the spider that bit you." Peter took a couple steps away from the tank at the words. "Don't worry," Dr. Connors continued, "these ones can't escape, not unless they want to die."

"Just don't let them bite me okay," Peter said, still backing away slowly.

"Peter," Dr. Connors said, "it's fine, there's nothing to worry about. We have Max here making sure that everything works fine." It was extremely unfortunate that he was wrong.

As soon as Dr. Connors finished what he was saying, the machine that Max was working on seemed to explode. Max was sent flying back, but his troubles weren't over yet. The explosion cracked open the tank, flooding the water and the eels onto the floor near where Max was. The water was immediately electrically charged, not just by the eels, but also by the loose wires from the machine. The eels then gripped tight and bit down onto Max as hard as they could, electrocuting him more as they did so. Everyone watched in horror, Peter being the first to act. He ran to try and helped Max, but when he touched the water he was electrocuted. Dr. Connors ran over to a panel labeled _emergency shut off_ and pulled down on the lever inside. All the power in the room turned off, including the lights, all that could be seen was volts of electricity emanating off of the eels that were biting down on Max. Peter took the opportunity. He popped the pressure plates on his web shooters out and fired them onto the eels to pull them off before running and grabbing Max, using his spider sense to guide him through the dark. Once Max was safe, the lights came back on.

Max was not in good shape. Not only had the explosion hurt his chest and the eels left bite marks, he was jolting around, almost like there was still electricity inside of him.

"Someone call an ambulance," Dr. Connors said, "and quickly." Gwen quickly pulled out her phone and dialed 911, Eddie stayed by Max and tryed to keep him breathing, Peter stood there and stared. He wasn't shocked, not even surprised. No, he was far more worried about what could happen.

 **o0o**

Peter sat in the hospital waiting room. He had insisted that he and Gwen come, he needed to make sure that Max was okay, as well as one other thing, something far more important.

"Why did we come here again," Gwen said, "Dr. Connors told us to go home, saying that it was a traumatizing first day and we should get some rest."

"Because I need to make sure Max is alright," Peter said, "and I need to make sure of something."

Gwen gave him a confused stare, "what do you need to know?"

"I need to know what specifically happened to Max," Peter said, "not just how he got hurt, but how it affected him. Remember what Dr. Connors said about those eels?"

Gwen thought for a second, "genetically altered super eels that... THAT ARE SIMILAR TO THE SPIDER THAT BIT YOU."

Peter had to shush her, "quiet, you want everyone to hear you?"

"Do you think that the eels may have affected Max the same way the spider affected you," Gwen whispered.

"I don't know," Peter whispered back, "but I need to make sure."

The doctor walked out with Eddie behind him. "He's going to be alright," the doctor said, "he just needs some rest. He should be better in a couple of days."

Gwen let out a sigh of relief, "thank you doctor."

"Can we see him," Peter asked.

"Of course," the doctor said, "follow me." The doctor led them down the halls into a small room where Max was sitting in his bed.

"Hey," Max said. From what Peter could see, Max looked pretty normal.

"How are you doing Mr. Dillon," the doctor said, "any problems."

"Fine," Max said, "but that flickering light is kind of bugging me." Peter looked around the room, sure enough there was a flickering light.

"Strange," the doctor said, "I thought that those were checked recently. I'll see what I can do about that."

"You alright bro," Eddie said, "I know you were hurt pretty bad."

"Yeah, I'm fine," Max said, "pretty great actually. To be honest I feel pretty charged and ready to go."

"That's good," Eddie said with a smile, "but the doctor says that you're gonna need to stay here and get some rest."

"Ugh," Max groaned as he plopped back onto the hospital bed, "fine, but in order to rest I need piece and quiet."

"Alright man," Eddie said, guiding everyone to the door, "get better, okay?" Max simply held up a thumb in the air as Eddie led everyone out of the room.

Once they were all out of the room, Gwen leaned over and whispered to Peter, "see he's fine."

Peter shook his head, "I don't think so. When I got bit, my powers didn't manifest until the next day. I need to keep an eye on him."

"How," Gwen said as she gave a confused look, "visiting hours are almost over."

Peter looked at her with a smirk, "since when does a vigilante care about visiting hours?"

 **o0o**

Max sat in his room. There wasn't much to do in the hospital. He tried to watch TV, but it wasn't working, just kept showing static. He just sat in there, listening to the hospitals machines. Most of them weren't working either, the hospital was guessing it may be an electrical problem. Max didn't care, what he really cared about was these feelings that he couldn't shake. He kept feeling someone was watching him.

There was one other feeling. One that he couldn't describe. The best way to describe it was that something was missing. Not that he didn't have any of what he was missing, it was that he didn't have enough. He could feel it coursing through him, but he needed more.

"Hey man," Eddie said as he walked into the room, Max put the thought out of his mind. "I got good news," Eddie continued, "the Doc said that you're good to go."

"Really," Max said with excitement, "I can go home."

Eddie nodded, "I'll take you home."

"You don't have to do that," Max said, "I don't live far from here, I can walk."

"Doc won't let you leave alone," Eddie said, "so I'm gonna take you home."

Max just shrugged, "fine. Although can we get some coffee, I need the energy."

"Sure man," Eddie said, "grab your stuff and let's go."

 **o0o**

Eddie took Max to a dimly lit diner. It was nice and quaint, extremely peaceful. Max didn't like it. His second feeling was worse now, like he was missing something more than he was before. The lights bugged him, especially the ones that were flickering. He had come to hate all flickering lights after spending days with the ones in the hospital. They seemed to be following him.

"Hey man," Eddie said, "you feeling okay? You're looking extremely pale."

"I'm fine," Max said obviously lying. He felt like he could fall to the floor and die any minute. Something about this room, it didn't have what he was missing.

"You sure man," Eddie said, "you're not looking so hot."

"I'll be fine," Max said, "I just... I need the bathroom."

Max sprung out of his seat and walked away. He moved fast into the restroom and began splashing water in his face. What was wrong with him? He was fine until now. Was the hospital giving him something that was helping him? No, it was what he was missing, the diner didn't have as much as the hospital. Without it, he could barely walk. Whatever it was, he needed it.

Max walked out of the restroom and began searching, searching for whatever it was that he needed. He could barely walk, much less think, but he needed to look. He needed it.

Max tried his best to keep moving, but fell to the floor. He was on his hands and knees, breathing heavy. He felt like he was about to throw up. Why was this happening to him now. He closed his eyes to think, but when he opened them again, the world was different to him.

Everything was black, all he could see was blue blurs that looked like people and a series of other blue blurs. What are these, Max thought to himself. He looked around and noticed something about the blue blurs that were around him, they had a pattern to them. He could see all of them were in organized lines, all of them were connected to what looked like machines. All of them were in the phones that people held or the computers that they were on.

These blue blurs, this is what he needed. This is what he's been missing. He needed it. He went to the largest blur he could, crawling on the floor to get to it. He reached out to it.

The moment he touched it, a bright flash filled the diner. Once the light cleared, Max could see normally again. The blurs had vanished and the room returned to it's natural color. Max felt normal again. In fact, he felt better than normal, he felt powerful. Like he could do anything now.

He got off his knees and looked around. Everyone was looking at him in horror. "What," Max said, his voice sounding different, almost like it echoed.

"Max," Eddie said, "what happened to you?"

Max didn't realize what he meant until he looked at his hands. His sleeves were singed, holes were in his jacket, but what really caught his eye was his hands. They were glowing blue, electric bolts flying across them. "What... what's wrong with me," Max said as he stared at his hands, they were shaking with fear.

Eddie stepped closer, "it's okay man, just stay calm."

"Okay," Max said, "calm? LOOK AT ME! THIS IS NOT SOMETHING YOU SHOULD BE CALM ABOUT!"

"Listen man," Eddie said, "we'll figure this out."

"No," Max said, "I've already figured this out. Look a me, I'm a monster, A FREAK."

Eddie continued to inch closer. "GET AWAY FROM ME," Max shouted. As the words left his mouth, a ring of lightning burst out around him.

The people would have been hit by it, they all would be dead if they weren't knocked to the ground by a series of web lines.

"Hey man," a voice shouted from the ceiling. Max looked up to see the guy from the news, Spider-Man. "We should talk," Spider-Man said.

 **o0o**

 _Earlier that day..._

Spidey had been watching Max for a couple days now. He needed to make sure that Max didn't have any powers. He was lucky it was the weekend, or he may actually have to explain where he was while he was spying on Max. He had been making sure to keep an eye on Max. After a couple days, Gwen told him to stop worrying about it, but Spidey needed to be certain.

He had a couple of close calls involving Max nearly seeing him, but other than that it all went pretty smoothly. According to what Eddie had told him, Peter had been constantly asking him about Max to get the doctors report, Max was going to be released today. Spidey decided to follow him, once he was home Spidey determined it would be safe to say that he may actually have no powers.

Eddie walked out with Max late afternoon, Spidey clinging above the entrance at the ready to follow them. They walked for a couple of minutes, Spidey noticing Max get a little more pale. He may just be sick, he was in a hospital after all.

Eventually Eddie and Max stopped in a diner, Spidey watching them through the window. He watched as Max got up and moved out of view, so he jumped down to get close to the window and looked in. He could see Max stumbling out of the bathroom, something was wrong. He continued to watch as Max crawled across the floor. Suddenly, as Max touched a power outlet, a bright flash went off in the room.

Spidey knew this was some kind of power, he needed to get in there. He flipped off the wall, fired a web line, and swung through the window landing on the floor. The second he landed, his spider sense went off. He quickly fired a web line onto the legs of everyone in the diner and jumped onto the ceiling, pulling hard on his web lines to knock everyone onto the floor just in time to dodge a ring of lightning.

As he clung to the ceiling he turned back to Max, he had changed. His skin was now glowing an electric blue, lightning stemming from his hands and his head. Spidey stared at him for a moment, he was clearly in shock by what he did. Spidey finally broke the silence, "hey man." Max looked up to see Spidey talking, "we need to talk."

"YOU," Max shouted, his voice reverberated through the room, "listen man, I don't want to fight. I'm not like those other guys."

"I know," Spidey said as he jumped to the floor, "I have a friend, he takes my pictures. He told me about what happened to you, asked me to keep an eye on you."

"You've been spying on me," Max said.

"Yes," Spidey said, "but only because of what happened to you. I heard what happened to you, reminded me of how I got my powers, and so I decided to see if you got powers as well."

"How you got your powers," Max repeated, "so you know something about what happened to me? Do you know how to fix me?"

Spidey lowered his head, "I'm sorry, but no, I can't fix you. I don't know how, believe me if I did I probably wouldn't have kept my powers. They changed my life for the worse, but I learned to live with them, to use them for good. Max you've been given a great power, and with great power comes great responsibility."

Max was looking down as Spidey spoke, "so I'm stuck like this."

Spidey nodded, "yeah, I'm sorry, I wish I could hel..."

"SHUT UP," Max shouted, "WHAT DO YOU KNOW? YOU'RE JUST SOME IDIOT WHO CAN'T EVEN TAKE A FIGHT SERIOUSLY!"

"Max calm down," Spidey said, putting his hands against his chest.

"I'M DONE BEING CALM," Max shouted, "I WAS DONE WHEN MY SKIN BECAME ELECTRICITY!"

"Listen man," Spidey said, "you need to stay calm, keep your powers in check."

"SHUT UP," Max said as he thrust his hand forward, firing a bolt of electricity at Spidey. He jumped just in time to dodge the lightning. "I DON'T WANT TO CONTROL THEM, I WANT TO GET RID OF THEM. DON'T YOU UNDERSTAND THAT?"

"Max, you're putting everyone here in danger," Spidey said as he dodged some of the stray lightning that was shooting off Max.

"SCREW THEM," Max Shouted, "I ONLY CARE ABOUT FIXING ME, AND RIGHT NOW, YOU'RE JUST IN THE WAY OF THAT!" Max shot another bolt of lightning out his hand at Spidey, "JUST LEAVE ME ALONE!"

Max continued to fire lightning at Spidey, who promptly continued to dodge it. "Okay Electro-Head," Spidey said, "I wanted to handle this peacefully, but I guess we're resorting to violence now." Spidey fired a web line onto a table and threw it at Max, who shot it out of the air. Spidey then shot two web lines onto Max, Max responded by grabbing onto them and sending an electric current up to Spidey's web-shooters. The web-shooters exploded as soon as the current touched them. Web fluid flew everywhere, and webbed Spidey's hands to the floor. He struggled to get out of his own webbing.

"Now you wait here," Max said, "I'm sure the cops would love to take you in. I have places to be." Max walked out through the front door and began walking down the street.

"Damn," Spidey said, "so this is what it feels like when I beat a bad guy." Spidey could hear sirens, he had to break out or else the cops would have him. He pulled on his webbing as hard as he could and ripped it from the floor. He wrapped the webbing around his wrists and ran out the door. He jumped onto the wall and began climbing up to get to the rooftops before the police arrived. "Gwen," he said into his comms once he got to the roof, "you there."

There was some static, but Gwen responded. "Hey," she said, "what's up."

"Max's powers have started to show," Spidey said, "he can control electricity. He's freaking out and fried my web-shooters. I need your help finding him."

Spidey heard Gwen typing, "no police reports or anything on the news. Sorry, but I can't help you."

Spidey sighed, "I'll catch up with you at the basement. We'll plan our moves from there."

"Can we please call it something better," Gwen said, "or generally get a better secret base."

"Just meet me there," Spidey said before jumping across the rooftops.

 **o0o**

Max was terrified. He had stolen gloves and a hoodie to try and hide his glowing skin. He decided to return to his apartment, where else was he supposed to go. He slowly walked up the stairs, he didn't want to take the elevator because more people could see him. The elevator wasn't working anyways, now Max knew why. He walked up to his apartment and pulled out his keys.

"No way," a voice came from behind him. Max slightly turned his head so he could see who it was, a loan shark that Max owed money to. "You're still alive," the loan shark said, "I'm impressed."

"Listen," Max said, "I don't have your money, I'll get it to you just leave me alone."

"I don't care about that anymore," the loan shark said, Max could hear a gun cock behind his head, "I just want to kill you now."

"What," Max said, still facing away, "why?"

The loan shark laughed, "because once you're dead, I can sell all of your stuff and make my money back. I thought that bomb would take you out, but hey now I get some joy out of this."

Max suddenly perked up, "bomb? What bomb?"

"I slipped into that fancy lab you worked in and planted a bomb in one of those machines," the loan shark said, "once you started tinkering with the machine, it went off."

Max started breathing heavily, "you did that?"

"Yeah," the loan shark said, "to be fair I didn't expect you to survive it."

Max started breathing heavier, "do you realize what you've done to me?" He turned around so that the loan shark could see his face, sparking with electricity, "YOU RUINED MY LIFE!"

The loan shark backed away, "what the hell are you?"

"I'M A FREAK," Max Shouted, "AND IT"S ALL BECAUSE OF YOUR STUPID ASS BOMB!"

The loan shark put his gun back up to Max's head. In a panic, Max fired electricity from his palms into the loan sharks chest. When the light died, Max could see what he had done. There was a gaping hole in the loan shark's chest. he fell to the floor, dropping his gun.

Max stared at the loan shark, at the corpse. He had killed a man, purely out of panic. He lost control, he freaked out. He could hear voices from upstairs, people would see what happened. He needed to escape, he needed to run. So he did.

 **o0o**

"Anything yet," Peter said as he clipped on his spare web-shooters.

"Nothing," Gwen said, "he's scared, probably hiding."

Peter fired a web line at the wall to test his web-shooter, "makes sense. I didn't handle my powers well when I first got them. It wasn't until I thought about them rationally that I was able to handle it."

Gwen continued typing away at her computer, her eyes went wide when she found something."Um... Peter," she said, "you may want to see this." Peter walked over to see what it was. She had pulled up a news report. It was about some dead loan shark, he was killed by someone burning a giant hole into his chest.

"that's... gruesome," Peter said, "you think that Max did this?"

"Well I don't know of anyone else who could burn a hole into someone's chest," Gwen remarked, "unless you know sort of fire super villain."

"He's losing control of his powers," Peter said, "or gaining control and using them for the wrong reasons."

"Either way we need to find him and stop him," Gwen said as she continued to type into her computer, "so how do we stop him."

Peter thought for a moment, "he was bitten by a super electric eel, right?"

"Yeah," Gwen said, "a bunch of them to be precise."

"And that gave him the power to expel electricity from his body," Peter said, "but somehow, I don't think he's generating the electricity."

"How's that," Gwen said.

"I noticed it at the hospital," Peter said, "everywhere he goes, machines start to stop working. Not to mention he didn't start glowing until he touched an outlet."

"What's your point," Gwen said with anticipation.

"I think he's absorbing electricity from things nearby," Peter said, "making them start to malfunction. If that's true, he's like a circuit."

Gwen gave him a confused look, "a circuit?"

"He takes electricity from an outside source," Peter continued, "and then uses it for attacks and stuff like that."

"Okay," Gwen said, "assuming you're right, how does this help?"

"Well it may just be a theory," Peter said, "but if I'm right, all we need to do is get him away from electricity."

Gwen sighed, "you seriously think you can get him away from electricity in the city that never sleeps?"

"Oh... right," Peter said, thinking again for a moment, "then... we overload him."

"How?"

"The EMP," Peter said, "if we can hook it up to a large enough power source, we could overload the circuit."

Gwen thought, "maybe, but we'd have to hardwire it to the electrical grid."

"In other words, keep him busy long enough so you can make an electric super cannon," Peter said, "joy."

"Now to find him," Gwen said, turning back to her laptop.

"He want's to be fixed," Peter said, "to be normal. He'd have to go somewhere that he thinks could do that. A hospital? A scientist? A... a lab!"

Gwen quickly came to the same realization and jumped up. "DR. CONNORS," the two shouted simultaneously. They both jumped up and ran out of the basement to get to Dr. Connors lab.

 **o0o**

Dr. Connors was staring at the empty tank. Once again, years of research, wasted. He was losing his subjects one by one. First his spider, now his eels. He was desperately worried his lab may be shut down for good. At least things couldn't get any worse, Connors thought to himself. He was, of course, wrong.

"WHERE'S CONNORS," an echoed voice shouted from the other room. Dr. Connors walked into the other room to see a man with glowing blue skin. lightning stemming from his fists and head. "CONNORS," the blue man shouted.

"I'm right here," Dr. Connors said, "what are you looking for?"

"I'M LOOKING FOR YOU," the blue man continued, "YOU'RE PART OF WHAT CAUSED... THIS!" He gestured to his whole body, "FIX IT!"

"I'm sorry," Dr. Connors said, "but how did i cause this?"

"YOUR EELS," the blue man said, "THOSE GOD DAMN EELS DID THIS TO ME! THEY CHANGED ME! SO FIX IT!"

Dr. Connors looked at the blue man with shock, "Max?"

"Not anymore," Max said, "NOT UNTIL YOU FIX ME!"

"Max," Dr. Connors said, "I... I don't know if I can."

"YOU HAVE TO," Max said, "I... I CAN'T LIVE LIKE THIS!"

"Sorry bolt brain," A third voice said, "but the good doctor has spoken." Max turned to see Spider-Man on the ceiling.

"Not you again," Max said, "STAY OUT OF MY WAY!" He fired a bolt of lightning at Spidey in an attempt to knock him off the ceiling, Spidey dodged.

"Bolt Brain," another voice said, this one was a girl in guise similar to Spidey's, a white hoodie with a white mask with pink goggles, "really?"

"What," Spidey said, "like a lightning bolt. It's a good joke Gw... I mean Spider-Girl."

"Spider-Girl," she said, "I may have agreed to the stupid costume so no one knew I was helping you, but at least call me Spider-Woman."

"SHUT UP," Max shouted as he fired at Spider-Girl, Spidey shot a web line on her and moved her just in time.

"Focus on making our EMP work," Spidey said to her, "then we argue about names."

"Deal," Spider-Girl said as she took the small bag she had with her and ran over to the electrical outlet.

"LEAVE ME ALONE," Max said as he fired more lightning at Spidey.

"I can't do that," Spidey said, "I can't let you keep putting holes in chests."

"I'LL DO WHATEVER IT TAKES TO FIX THIS," Max said as he kept shooting lightning, "EVEN IF I HAVE TO KILL, STARTING WITH YOU!"

"Sorry Battery Butt," Spidey said as he swung around, "but you're gonna need to take a number and get in li..." He was interrupted by Max shooting him off his web line.

"LISTEN WEB HEAD," Max said, "I'M SICK AND TIRED OF YOUR CONSTANT TALKING!"

"Max," Dr. Connors said with a comforting tone, "we can fix you, it'll just take time."

"I DON'T HAVE TIME," Max said, "AND STOP CALLING ME MAX! WITHOUT A CURE I'M NOT MAX DILLON! I'M A MONSTER! WITHOUT A CURE I'M... I'M..." He pointed at Spidey, who was trying to get back on his feet, "YOU! WHAT DID YOU CALL ME?"

"Um... Battery Butt," Spidey said, "Bolt Brain, Electro-Head..."

"That," Max said.

"Electro-Head," Spidey said with confusion.

"No," he said, "Electro." Lightning sparked in his hands, "I'M ELECTRO!" Lightning burst from his hands in every direction, cutting into the ground and ceiling.

"Of all the lame names," Spidey said, "you choose Electro?" He then fired web lines onto two lab tables, "well catch this, Electro." He threw one of the tables at Electro, who shot it out of the air, but got hit by the other table.

"STUPID SPIDER," Electro shouted as he stood up, "I'LL FRY YOU!" He began firing lightning at Spidey again, who promptly began dodging.

"Yo Web Head," Spider-Girl shouted, "I got it hooked up to the electric grid, now pray it works." She threw him the small EMP.

"Thanks," Spidey said as he caught it. The EMP was still small, but she had improved it so that it had better circuitry and wires fed into the wall. Spidey continued to swing around, dragging the wires from the EMP with him. He kept swinging around, waiting for his time to strike. Finally it came.

He swung in between Electo's blasts and landed in front of him, planting the EMP against his face. "Nighty night Electro," Spidey said as he pressed the switch to turn on the EMP. All of the power in the building shut off as the EMP charged Electro. Eventually the EMP shorted out, leaving only the glow of Electro to light the room.

"Did you think you could stop me with electricity," Electro said with a smile.

"Worth a shot," Spidey said nervously.

"Shame it didn't work," Electro said. He fired a blast into Spidey's chest and sent him flying back, making him break through the wall and fall onto the street. This blast was way more powerful, burning a huge hole into the spider suit and burning his chest.

"Note to self," Spidey grunted as he stood up, "do not give Electro more electricity."

"Fight fire with fire spider," Electro said as he walked out through the hole in the wall, "and you get burned."

Fire, Spidey thought to himself, that's it. He then came up with an idea. He had been trying to overload Electro, when really he should've been shorting him out. "You're right," Spidey said as he fired a web line onto a fire hydrant next to Electro, "fire with fire, bad, but fire with water." He pulled hard on his web line, making the hydrant burst open and dowse Electro.

"AAAAAAAAAAAAH," Electro screamed as the water dowsed him and shorted out his electric powers. Electro fell to his hands and knees, weakened by the water. He couldn't recharge either, the EMP had blacked out the whole block.

"Sorry Electro," Spidey said as he stood over him, "but it's lights out." He punched Electro across the face, knocking him unconscious.

As he did so, a flash went off. "Smile for the camera," Spider-Girl said as she took pictures.

"Really," Spidey said as he shot a web line, pulled the camera out of her hands, and caught it.

"Yes really," Spider-Girl said, "you've been slacking off on your job, you could use the cash. What we should really talk about was that lame finishing joke."

Sirens from not far away interrupted their conversation. "What we should really worry about is leaving." He pocketed the camera and grabbed onto Spider-Girl, firing a web line up as he did.

"You are not swinging with me in your arms," Spider-Girl said.

"Would you rather I leave you with the police" Spidey said.

She thought for a second, "fine, but you better not drop me."

"I can stick to things like a spider," Spidey said, "I won't drop you." He then pulled hard on his web line and began swinging with her in his arms.

 **o0o**

Spidey and Spider-Girl got back to the basement late and took off their masks. "So," Peter said as he held his burnt hoodie in his hands, "I need you to patch my suit again."

"Don't worry about it," Gwen said as she took off her pink goggles, "but first... it's Spider-Woman, got it, Spider-Woman."

"I'm going to call you Gwen," Peter said, "there's no way I'm letting you into the field like that again. Only reason I did this time is because I couldn't get that EMP working while I was fighting Electro."

"Whatever," Gwen said as she pulled up the news, "police have Electro in custody. they're keeping him under strict conditions so he can't recharge."

"At least he can get the help he needs," Peter said, "maybe once he get's help, learns to control his powers, he can go back to a normal life."

"Maybe," Gwen said as she took the hoodie, "I got to get going, I'll get your suit back, and I'm keeping mine."

"Keep it," Peter said, "I don't care."

"See ya," Gwen said as she walked out of the basement.

"See ya," Peter repeated. He sat down in front of his computer and stared at the screen. He read the words over and over again. Despite trying to kill him, he really wanted the best for Max, he really hoped he could get better.

 **o0o**

He sat alone in his holding cell. All the power in the room had been shut off, just enough coming in to keep him alive. He was so angry. Not only had Connors been the one to give the police the details about his energy absorption so that he wouldn't be able to attack with electricity, but that stupid spider had put him here. He'd kill him, he'd fry Spider-Man. That was all that was keeping him going at this point, the thought of burning that spider to a crisp. He didn't even care about a cure anymore, he just wanted to kill all those that helped him get here. Spider-Man, that girl who helped him, and Connors. All of them would die, they would die by his hand. They would die by Electro.

 **o0o**

 **EDITOR'S NOTE:**

If you want a better idea of what Electro looks like, combine the one from Spectacular Spider-Man with the one from Amazing Spider-Man 2. It was what I thought of.


	9. Search and Destroy

Chapter 9: Search and Destroy

The alarms were blazing. Two men left the jewelry store through the door on the roof, each one carrying a bag full of jewels.

"One jump and we walk free with half a million each," the first one said, he was wearing a green striped shirt and khakis.

"After the big man takes his cut that is," the other one said, he was wearing a gray hoodie and blue jeans.

"Big man huh," a third voice said, both the men looked up to see Spider-Man standing on top of a water tower, "you wouldn't happen to be talking about Tombstone, would you?" Both the men pulled out guns and pointed them at Spidey, who jumped out of the way as he continued to talk, "you see, Tombstone is a secret admirer of mine." Spidey shot web lines onto both of their guns and threw them into the air, "He always sends me cute gifts like roses, chocolates, and mercenaries that are meant to kill me, and I've always wanted to meet him." Spidey jumped and punched the one in gray, "You wouldn't happen to know where to find him?"

"Go to hell," the one in green said

"Hell is the last place I would look for him," Spidey said as he webbed up the one in gray, "but something tells me he's not there."

"Well never know until you check," the one in green said as he picked up his gun.

Spidey webbed the barrel of his gun and his mouth, "hey I make the witty quips here, you just yell nonsense."

The one in green shouted, but his words couldn't be understood because of the webbing on his mouth. "See," Spidey said, "that's more like it." The green one charged Spidey, but Spidey flipped back and kicked him. After webbing the green one to the ground, Spidey heard the sirens of police cars. "Convenient response time," Spidey said as he looked at the back of his web-shooter like a watch was there, "well I hate to fight and run, but I got places to be and butts to kick." He jumped back up to the water tower and grabbed his camera, "see ya." Spidey jumped off the roof and began swinging away.

 **o0o**

He stared at the screen with dissatisfaction. The spider had stopped a major heist, one that would have made him millions. Not to mention putting both Marko and O'Hirn behind bars. They were both good thieves who got the job done. The spider was beginning to get on his last nerve.

"Hammerhead," He said, not taking his eyes off his screen.

"Yes sir," The man in the blue pinstripe suit standing next to him said.

"Get Montana," he said, "I have a job for him."

"Yes sir," Hammerhead repeated before walking out the door. Hammerhead returned a couple of minutes later with Montana, in his standard brown leather jacket and fedora.

"Montana," He said.

"Tombstone sir," Montana said.

"I need you to hold off your duties on stealing the pieces for now," Tombstone said, "instead, find and kill the Spider-Man."

"But sir," Montana said, "you told me to only worry about him if he got in my way."

Tombstone stood up, "I know what I said, I'm the one who said it, now I'm telling you something different. So are we going to have a problem?"

Montana swallowed the lump in his throat, "no sir."

"Good," Tombstone said as he sat back down, "the Daily Bugle."

"What about it sir," Montana said.

Tombstone pulled a newspaper from out of his desk, "they're the only ones to consistently get good pictures of the spider. This can't be coincidence. You find who takes the pictures, you find the spider."

"yes sir," Montana said, "understood."

"Good," Tombstone said, "now get out of my office."

Montana nodded and walked out the door. Tombstone turned and looked out his window. "Soon spider," Tombstone said to himself, "you'll be out of my way for good."

 **o0o**

"They all suck," Jameson said as he looked through Peter's pictures.

"You always say that," Peter replied as he threw a bouncy ball in the air, "and then you buy them anyways."

"Not this time," Jameson said

"What," Peter said with surprise, letting the ball fall to the floor, "why not, those are good photos."

"Because I don't care about some petty theft," Jameson said, "it's all about freaks fighting freaks. Where's the man in the bird suit, or the man with lightning skin, what about the guy with the scorpion tail?"

"Vulture, Electro, and Scorpion," Peter said, "they're all in jail."

"Well those are what people want," Jameson said, puffing on his cigar, "not some common thief."

"Well they aren't exactly common," Peter said, "some of these guys suffer from serious mutations, you know how rare those are."

"No," Jameson said, "and I don't care. All I care about is that I get good pictures of Spider-Man."

"Yeah well these are the only pictures I have of Spider-Man," Peter said, "there haven't been any super villain attacks in weeks."

Jameson groaned, "fine, 500."

"700," Peter said.

"600," Jameson said.

"650," Peter said.

"Deal," Jameson said as he signed a paper, "give that to the girl."

Peter took the paper and walked out of the office. "How'd it go," Betty said.

"Same as always," Peter said as he handed her the paper, "only with less yelling."

"I think that means he likes you," Betty said.

"I think it means I'm the only person who can get a good picture of Spider-Man," Peter said, "he can't afford to lose me."

Betty laughed, "good point." She handed Peter his check, which he took with a smile before walking away. He pocketed the check as he walked towards the elevator. As he pressed the button, the door opened, only to reveal a familiar red and yellow villain.

"Out of my way kid," Shocker said as he pushed Peter aside and began walking over to Jameson's office.

Peter ran off to find somewhere to change, meanwhile Shocker pushed through the crowd of people.

"Excuse me sir," Robbie said, stepping in Shocker's path, "you can't be up here."

Shocker pointed his gauntlet at the wall and fired, blasting a hole through it, "I think I can be. Now get out of my way." Robbie shook his head. Shocker prepared to fire, but got interrupted.

"What the hell is going on out here," Jameson shouted as he stepped out of his office.

Shocker trained his eyes on Jameson. He backhanded Robbie to get him out of his way. "You," Shocker said, pointing at Jameson, "you're the editor, right?"

"Yeah," Jameson said, "the hell is it to you."

Shocker blasted another hole in the wall, actually scaring Jameson. "Who takes those Spider-Man pictures," Shocker said, "tell me, and you walk away from this."

Jameson thought for a second before answering, "I don't know. I've never met him. He just emails the pictures and I wire the money to a bank account."

"Noble," Shocker said as he pointed a gauntlet at Jameson, "protecting your photographer, I have to respect that. But I'm afraid that I need to find the spider, and if you're not gonna help me, then you're in my way."

"You know Shocky," a familiar, annoying voice rang, "if you wanted to talk, you could've just called." Shocker turned to see Spider-Man hanging upside down from one of his web lines.

"There you are," Shocker said. He put up his gauntlet and fired it at Spidey, who managed to dodge just in time.

"SPIDER-MAN," Jameson shouted, "YOU MENACE, I KNEW YOU HAD TO BE WORKING WITH THIS RED AND GO..."

He got interrupted by Spidey webbing his mouth shut, "quiet Jamie, mommy and daddy are talking." His spider sense then lit up, just in time for him to get hit by Shocker's blast, sending him flying back. "Let me rephrase that," Spidey said as he pushed himself up, "mommy and daddy are fighting, and daddy's losing."

"Making jokes until the end," Shocker said as he prepared his gauntlets, "shame that your last words are gonna be something stupid."

"Guess we'll find out when I say them," Spidey said. He fired a web line onto each of Shocker's legs, pulling hard and making him fall on his back. Shocker let out a blast as he fell, firing a hole into the ceiling.

"Damn you," Shocker said, "I'LL KILL YOU." Shocker fired a blast into Spidey's chest, sending him flying through the wall.

Spidey fired two web lines and used his momentum to pull himself back, and then slingshot himself back up. He flew past the floor and up to the roof, shooting two web lines into the hole in the roof Shocker made and pulled hard, dropping through the hole and kicking his opponent hard in the chest and sending him flying back.

"Gotta admit," Shocker said as he got up, "last time we fought you just swung around, this time it seems like you're actually putting up a fight."

"Well after fighting a man with electric skin, you're pretty much nothing," Spidey said. He fired a web line onto a desk behind Shocker, and pulled it forward to slam him in the back, knocking him forward so he could punch him and send him flying onto his back.

"And he's down," Spidey said, "and the crowd goes wild. Wooo, Spidey, Spidey, Spidey." Shocker took advantage of Spidey's gloating to blast him in the back and sending him into a wall.

Spidey slowly pushed himself up, Shocker did the same. Sirens could be heard through the holes Shocker made.

"Damn," Shocker said, "didn't expect cops to get here so soon."

"You're trapped Shocker," Spidey said, "only one way out, and the police have it blocked."

Shocker tapped a button on the back of his gauntlets, "that's where you're wrong spider." The whir of helicopter blades could be heard nearby. A black chopper flew in and hovered above the hole Shocker made, dropping a ladder down. "I'll leave you to deal with the cops," Shocker said as he grabbed onto the ladder, pulling him up as soon as he grabbed it, "I have better places to be."

Spidey fired a web line on to the chopper and held on, keeping the helicopter in place.

"Sorry," Spidey said as he pulled down on his web line, using his feet to stick to the floor, "but I'm not done with you yet."

"Well I'm done with you," Shocker said, "I don't want to deal with cops, we'll finish this another time." He fired a blast into the ground, causing the floor to begin to collapse. Spidey jumped off the floor and let go of his web line. He quickly created a web net to catch civilians. He managed to catch all of the civilians before landing in his web himself. When he looked back up, Shocker's chopper was gone.

Shocker may think he got away, but Spidey had one advantage. He had a lead. While the chopper was pitch black, it had a a number on the side like all choppers do. A serial number, something he could trace.

"YOU STUPID WALL CRAWLER," Someone shouted from behind Spidey. He turned to see Jameson shouting.

Did he break through my web just to yell at me, Spidey thought to himself, I don't know whether to be impressed or terrified.

"YOU MENACE," Jameson shouted, "YOU DESTROYED MY BUILDING, WHO'S GONNA PAY FOR THIS?"

"Insurance," Spidey said, " look you can send me the bill, I gotta run." And with that, Spidey fired a web line up and pulled himself out of the Bugle.

"COME BACK HERE," Jameson shouted, "YOU SPIDER-PUNK!"

 **o0o**

Gwen was sitting in the basement, waiting for Peter. She comes to this house so often that she didn't even have to knock anymore, May just lets her walk in now. She was pretty sure May thinks that she's dating Peter, she just didn't want to tell her they weren't. While Gwen did care about how this was basically a second home, she cared more about Peter's supposed lead on Tombstone.

"How's it going," Peter said as he walked down in through the outside door, still wearing his spider suit.

"You supposedly got a lead on Tombstone and all you have to say is how's it going," Gwen said, "I feel like we should be cracking open the champagne."

"A. We haven't caught him yet," Peter said, "B. We still don't know if this lead will go anywhere and C. Neither of us can buy champagne."

"We still need to do something," Gwen said, "for the first time, we actually have a lead. So what is it? How'd you get it?"

"A serial number," Peter said, "it was on the side of a helicopter."

"That's an N-number," Gwen said, "they're on the side of all aircraft's."

"So that means there's some way to trace it right," Peter said.

"Yes actually," Gwen said, going over to the basement laptop, "the FAA keeps a record of them, you can look it up on their website."

"So we can find it," Peter said, looking over her shoulder.

"Just give me the number," Gwen said.

"N-74691," Peter said.

Gwen typed the number into the computer, "the helicopter belongs to a Herman Schultz, the address is in New York." Gwen typed the name into her computer, "no form of police record for our Mr. Schultz, but he has been in news report involving the Enforcers."

"What's it say," Peter said, looking over her shoulder.

"Nothing except a report saying his helicopter was quote on quote stolen by a man in a brown leather jacket and fedora, a man in a gray suit with two hand guns, and a big man in a tanktop," Gwen read, "I feel like that's a lie though. Mostly because according to the dark web, he works at Hammer Industries and even designed the Shocker suit."

"So there's a possibility he gave Shocker his suit," Peter hummed in thought, "you think that he could lead us to Tombstone?"

"At the very least he'll lead us to Shocker," Gwen said as she began typing in the address, "and Shocker could lead us to Tombstone. Guess you need to pay him a visit."

"Remind me to thank Shocker for attacking me," Peter said, "otherwise we might not have this information."

"Wait a minute," Gwen said, "he attacked you? Why? He hasn't gone out of his way to attack you since the Enforcers."

"I don't know," Peter said, "maybe I pissed off Tombstone more than usual. I did stop some jewelry store heist, maybe that had something to do with it."

Gwen thought for a second, "what was the name of the jewelry store?"

Peter paused and hummed in thought, "I think it was Illuminate Jewelers. Why?"

Gwen typed on her computer, "I was afraid of this."

"Afraid of what," Peter said looking over her shoulder.

"Afraid that you took down a jewelry store that's known for money laundering," Gwen said, "police had their eye on it, but could never get a warrant to search it or find evidence to shut it down. Police estimated that 4.7 million was there, Tombstone must've wanted it."

"Or at least shut down the competition," Peter said, "so now that I ruined his plan, he's sent Shocker on a search and destroy mission."

"Well now we're searching for him," Gwen said, "and we know where to start. Suit up."

"Uh... I'm already suited up," Peter said as he gestured to his body, more specifically his spider suit.

"I know," Gwen said with a smile, "I just really wanted to say that."

Peter laughed, "you know what, I'm so happy that we have our first lead in weeks, that I'm going to ignore your craziness for once."

"Aw," Gwen said, "how sweet, now get going."

Peter slipped his mask on, flipped up his hood, and slipped out the outside door.

 **o0o**

Spidey swung through the Manhattan skyscrapers, Gwen giving him directions over the comms. Finally they reached a tall building with a familiar black helicopter on the helipad.

"I've never seen a skyscraper that actually has a helicopter on it's helipad," Spidey said as he landed on the helipad, "more specifically one used in a recent crime."

"I've never seen that either," Gwen said over the comms, "but I guess that's how life is when your penthouse comes with a helipad."

"Wait," Spidey said, "penthouse? You didn't tell me it was a penthouse."

"It thought it didn't matter," Gwen said.

"I feel like it matters a lot," Spidey said, "especially considering penthouses often have more security."

Gwen went silent for a little bit, "yeah I didn't think of that."

"I can tell," Spidey said as he walked from the helipad. He looked around, and sure enough he was on the balcony of a penthouse, a large balcony with a pool. "A helipad leading up to the balcony," Spidey said as he walked up, "I feel like that's a hazard of some kind."

"Well if they can land a helicopter on it without it breaking, then it must be fine," Gwen said, "now get in there."

"You want me just to break in," Spidey said.

"Yes," Gwen said, "I thought that was the plan."

"The plan was to talk to Schultz," Spidey said, getting a little frustrated, "more specifically to find out what he knows about Shocker and Tombstone."

"Yeah it is," Gwen said, "but do you plan on waiting for him on the balcony, maybe set out some nice tea and biscuits? No, you're gonna go in there and you're gonna interrogate him."

"I don't know," Spidey said, "tea and biscuits sounds nice."

"Just break in," Gwen said, "you're already a vigilante with an arrest warrant. What are they gonna do, arrest you?"

Spidey went silent for a moment, "fine. How do I get in?"

"I don't know," Gwen said, "try a vent."

"And if I trigger security," Spidey said, annoyance in his voice.

"Wing it," Gwen said.

Spidey decided to just push the thought of security aside and focused on getting in. He jumped up to the roof of the penthouse and searched for a entrance of some sort. After searching for a minute, he found a large vent. He ripped it open and slipped inside. He crawled around the vent until he found an opening that looked like it led to a penthouse, it looked nice enough to be a penthouse at least. He ripped the grate open and hid it inside the vent. "No alarms," Spidey said.

"Probably because not many people come in from the roof," Gwen said, "much less through the vent."

"You're probably right," Spidey said. He fired a web line onto the top of the vent and slowly lowered himself into the penthouse. "No one's home," Spidey whispered into his comms.

"Then snoop around," Gwen said, "see what you can find."

"Well we already got breaking and entering and vigilantism," Spidey said, "why not invade someone's privacy." He began looking around the penthouse, looking for any clues. He looked through drawers, looking in rooms, searching for anything that could lead to Tombstone. Finally, Spidey came across a small office. He looked around the office, until he came across the desk.

"Well this is interesting," Spidey said as he ruffled through the papers on the desk.

"What is," Gwen asked.

"A series of bank statements," Spidey said as he picked up a couple of papers, "most of them for hundreds of thousands of dollars to what looks like Schultz's bank account, all of them anonymous donations."

"Something tells me they aren't anonymous," Gwen said, "I assume compensation for helping Tombstone and the Enforcers."

"Possibly," Spidey said, "but we still need to establish more of a connection." He began going through more of the papers, until he stopped on a set of blueprints. "More interesting papers," Spidey said as he read the blueprints.

"What is it," Gwen said.

"The original blueprints for Shocker's suit," Spidey said as he read them, "most of it's the same as the blueprints you found, except for some minor differences."

"Like what," Gwen said.

"Like explaining the suit in more detail," Spidey said, "it's a lot more complicated then we thought. Those yellow spots on his arms and near his waist absorb vibrations so that they don't rip his body apart. if those are damaged or removed in anyway, a fail safe activates that shuts off his gauntlets so he doesn't hurt himself."

"Remove some of his fishnets and he can't use his primary weapon," Gwen said.

"What it seems like," Spidey said, "and luckily some of it is in his mask."

"The mask comes off and he's powerless," Gwen said, "if we knew it was that easy, I wouldn't have wasted so much time on that EMP."

"At least we got to use it," Spidey said.

"Yeah," Gwen said, "it made Electro ten times more powerful and then he blasted you."

"I didn't say we used it efficiently," Spidey said. As he continued to ruffle through the papers, his spider sense went off. It wasn't warning him about an immediate threat this time, it was telling him someone was coming. He quickly dropped the papers and jumped onto the ceiling to hide. A man walked in, he was wearing a lab coat and holding a gun. Spidey watched him for a minute, watched as he searched the office. The man picked up some of the papers that Spidey had dropped and placed them back on his desk.

"Come out Spider-Man," the man said, "I know you're here, I saw your web."

I forgot about my web, Spidey thought to himself. Spidey decided to mull his mistake later, act now. He flipped of the ceiling, pulling the gun out of the mans hand with a web line as he dropped, and landed in front of the doorway.

"Hi there," Spidey said, "how's it going?"

The man was shaking now that he didn't have his gun, "w-what do you want?"

"I just want to talk," Spidey said as he threw the gun against the wall behind him and webbed it in place.

"W-what about," the man said as he scanned Spidey.

"For starters," Spidey said as he scanned the man for himself, "you're Herman Schultz, right?" The man nodded. "Good," Spidey said, "now I want to talk to you about two things, Shocker and Tombstone."

"I don't know what you're talking about," Schultz said.

"The chopper on your balcony says otherwise," Spidey said, "not only was it seen leaving a crime scene with Shocker in tow, it also was supposed to be stolen."

"So," Schultz said, "that Shocker guy stole it a while back, now he's using it."

Spidey lifted his finger and waved it from side to side, "only Shocker didn't steal it, the Enforcers did. Now I know that the public should have no information on who Shocker is, so there's no way you could know that Shocker has any relation to the Enforcers."

Schultz flinched at his own mistake, "o-okay, you caught me."

"That was easier than I thought," Spidey said, "I expected you to give a bunch of excuses and I'd just keep breaking through your lies. Well whatever, let's start with what you know about Tombstone."

"Almost nothing," Schultz said, "he occasionally asks for something, I give it to him, he sends me money."

"Explains the nice place," Spidey said as he looked around, "so I guess that means that you don't know who he is or where to find him." Schultz shook his head. "Well what about Shocker?"

"He bought my chopper a while back," Schultz said, "but asked me to report it stolen. He paid a lot and in cash, so I decided to go along. He started to come back every now and again, asking for things. He introduced me to Tombstone and I tried to back out, but I was in to deep. He blackmailed me, either I stayed or he would turn me in to the police. So I was trapped."

"Why are you telling me this," Spidey said, "shouldn't you be keeping these secrets... well secret?"

"Because I saw you fighting him," Schultz said, "you can help. Even with my suit, you can beat him." Schultz then let out a devilish smile, "and it doesn't matter anymore."

Before Spidey could ask what he meant, his spider sense went off. He threw Schultz out of the way and got blasted in the back by an vibro-electric shock.

"Damn spider," Shocker said. He turned his head toward Schultz, "how much did you tell him?"

"Like it matters," Schultz said, "just kill him so we can be done with this."

Spidey pushed himself up, only to be blasted by Shocker again. "He's a wily bastard," Shocker said, "he may be hard to kill. If he somehow get's away with that information..."

"Then you can explain to the big man how we lost the spider when he was on the ground in front of us," Schultz said as he began walking away, "now hurry up and finish him off."

Shocker nodded, he then blasted Spidey again. Spidey was in a tight spot. If he didn't find a way out of this he was sure to die. In between Shocker's blasts, he fired a web line onto something behind Shocker, anything. He managed to land his web line on a series of books on a bookshelf behind Shocker and pulled hard, hitting Shocker in the back of the head and knocking him off guard. Spidey quickly took advantage of this, he flipped onto his feet and punched Shocker in the chest, sending him flying back.

"Guess you were right," Spidey said through immense pain, "I am pretty wily."

"Soon you'll be pretty dead," Shocker said, firing another blast from the ground. Spidey jumped out of the way.

Need to damage the suit, Spidey thought to himself, then his fail safe will kick in. Spidey looked for anything that could help him. His eyes trained on the gun Schultz had. He fired a web line onto it and pulled it off the wall as he dodged another one of Shocker's blasts. He used his spider sense to aim, shooting so it just grazed his arm.

"AAAH," Shocker screamed, "BASTARD, YOU TRYING TO KILL ME?"

"No," Spidey said, "just graze you."

"Well I'm not gonna graze you," Shocker said. He thrust his arms forward in an attempt to fire his gauntlets, only they didn't work. "What the hell," Shocker said as he looked at his gauntlets.

"What's the matter," Spidey said as he casually walked over to Shocker, "did you not know about your suit's fail safe?"

"What fail safe," Shocker said.

"The one that shuts down your gauntlets if your suit is damaged," Spidey said, "you really should make sure you know how your equipment works."

Shocker charged at Spidey in rage, Spidey responded by flipping back and kicking him in the jaw. Once Shocker was on the ground, Spidey webbed him there. "Now you wait there," Spidey said, "I'm sure the police will be here soon."

"Already called them," Gwen said over the comms.

Spidey was going to make fun of Shocker some more, but stopped at the sound of a helicopter starting up. "I gotta go Shocker," Spidey said, "who else is gonna stop your friend."

"I'LL KILL YOU," Shocker shouted.

Spidey took off Shocker's mask and fired a web ball onto his mouth. "I asked you a question," Spidey said, "but you didn't want to answer and now you're in timeout." Spidey then ran off while Shocker screamed through his webbing. Spidey ran onto the balcony to see the Helicopter prepped to leave. "Hey Schultz," Spidey shouted over the sound of the helicopter blades, "hope you weren't waiting on your partner, cause he's a bit tied up at the moment."

Schultz popped out of the helicopter, much to Spidey's surprise. He had changed, he was no longer wearing his lab coat, now he was wearing a second Shocker suit. "Well then," Schultz said, "I guess I'll have to leave without him." Schultz fired a blast from his gauntlets, Spidey jumped to dodge it. Spidey saw him press a button on his gauntlet, making the chopper start to take off.

"Auto pilot," Spidey said to himself, "okay that's pretty cool."

"Admire later," Gwen said, "chase him now."

"Right," Spidey said. He got a running start and jumped off the balcony, firing a web line onto the bottom of the chopper. He held on to the web line as the chopper flew through the Manhattan skyline.

"GET OFF," Schultz shouted, firing another blast.

Spidey let go of his web line to dodge the blast and fired another to latch back on to the chopper. "These New York cab drivers keep getting more and more hostile," Spidey said, "if you want the cab fare, I'll pay it later."

"YOU'LL PAY WITH YOUR LIFE," Schultz said firing another blast.

Spidey dropped his second web line and began swinging through the city behind the helicopter. "See this is why I don't like taking the cab," Spidey said as he swung, "always prefer taking my own ride."

Spidey continued to swing after the chopper, dodging Schultz's blasts. He pulled himself up so that he was level with the chopper as it flew. Schultz turned the chopper, allowing Spidey to take his chance. He fired two web lines on the buildings on either side of him and pulled hard. As he flew fast toward's Schultz's helicopter, Schultz fired a blast into Spidey's chest. Spidey flew back and through the window of a building.

"Ow," Spidey said as he pushed himself up. He looked around to see that he was in a small apartment, he had specifically landed on the dining room table with the family eating dinner, they all stared at him with mouths agape. "Oh," he said as he realized where he was, "my bad." He hopped back up to the window he crashed through, "sorry I can't stay for dinner. You know how it is, bad guys to catch."

He jumped out the window and began swinging. He swung across the street and looked around, he couldn't even hear the chopper anymore. He had lost Schultz.

 **o0o**

"Ow," Peter said as Gwen pulled a bit off glass out of his back.

"Don't be a baby," Gwen said, "it's not my fault that you can't go a fight without getting hit."

"That's kind of how fights work," Peter said, "I hit them, they hit me, I make a quip here and there, it's a system and it works."

"The glass in your back says different," Gwen said as she pulled another shard out, "so what are we going to do now?"

"Don't-ow-know," Peter said, "Schultz was our only lead on Tombstone and Shocker, now he's-ow-gone."

"Even worse," Gwen said, beginning to patch up the wounds now that the glass was out "when police got to the Penthouse, Montana was gone."

"So we lost both Shockers," Peter said.

"Yeah but if I know anything about the people that want you dead, they're gonna come after you," Gwen said patching up his last wound.

Peter put his shirt back on and started walking around, "we can't wait for that. We need to find them now, before they can cause more damage. Not to mention they're our best chance of finding Tombstone."

Gwen started to pace around, "we need something, anything. I'll head home and try to find what I can on the Shockers."

"Alright," Peter said as Gwen left. He stared at his wall for a couple of minutes. What was he gonna do? He needed to find both of them, before they had a chance to do anything bad. It was his fault they were out there. Not only had he let Schultz get away, Montana managed to escape. He couldn't help but feel like it was his fault, like he let them get away. But he also knew that he could fix it, that he could stop them. The next time Schultz or Montana reared their ugly heads, he would take them down.

 **o0o**

"He's not gonna be happy you know," Montana said to Schultz as they were walked to the office.

"I know he's not happy," Schultz said, "you failed to kill the spider."

"And you gave him information he shouldn't know," Montana said.

"Most of it was lies," Schultz said, "and what was true is of no use to him."

"You still shouldn't have told him anything," Montana said, "you should've just stalled and kept him busy until I showed up."

"Yeah," Schultz said, "and then he'd kick your ass all the same."

"Both of you shut up," Hammerhead said as they walked up to the door, "I doubt that the big man wants to hear you bickering."

Both of them nodded silently as Hammerhead opened the door. They walked in to see a tall figure staring out the window. "I went along with your plan," Tombstone said, not turning to face them, "lead the spider in and kill him, yet you failed."

"Sir," Montana said, "I know we failed, but..."

"Shut up," Tombstone said, "I don't want excuses, I want results."

"And you'll get them sir," Schultz said, stepping forward with a smile, "Montana's mistake was trying to kill him alone, that is why I'm going to help him."

"I do not want to lose my technical expert," Tombstone said, "how else will I build your device."

"Don't worry sir," Schultz said, "I am certain we can kill the spider. He can barely handle one Shocker, two will certainly kill him."

Tombstone hummed in thought, "very well, but do not fail me. Kill the spider, and then return, I will need you for the upcoming meeting."

"Yes sir," Schultz and Montana said simultaneously.

"Good," Tombstone said, "now leave." Montana and Schultz nodded before turning around and walking out the door.

 **o0o**

 **EDITOR'S NOTE:**

I've been working on concept art for the characters and their suits (right now only having Spidey's first two suits drawn up), but I kinda wanna help give everyone an idea of what these characters look like for a better visual of the story. Well that and I want fan art, I'm a big fan of seeing other people's art and I would love seeing some of these situations come to life. Feel free to check it out at TheRealGameHero deviantart page (I'd put a link but this website STILL DOESN'T LET YOU DO THAT... I will never stop being salty about that). Anyway thanks for reading, next chapter will be up... I don't know... whenever I finish it, I guess.


	10. Double Trouble

Chapter 10: Double Trouble

Spidey swung through the city early in the morning, trying to find Montana and Schultz. He had hardly been sleeping trying to find them. It had been almost a week since they got away and there hasn't been any news about either of them. They were out there, planning his demise as he swung through the city. He needed to find them before they caused anymore damage.

"You've been searching for days," Gwen said over her the comms, clearly still waking up, "don't you think you should take a break?"

"Can't," Spidey said, "they're out there. There's only so many places they can hide, I just need to check all of them and eventually I'll find them."

"You can't check every building in New York," Gwen said.

"Wanna bet," Spidey said.

"You know I'm supposed to be the crazy one," Gwen said, "I really don't want you to take my place, I think it might be bad for you and the criminals."

"I'll stop being crazy when we find Schultz and Shocker," Spidey said, "then we'll be able to find Tombstone."

Gwen paused for a second, Spidey could hear her typing. "Well then you should stop being crazy," She finally said, "police reports of a man in red and yellow robbing a bank not far from you."

"And now the craziness is gone," Spidey said, "where to?" Spidey swung down as he followed the directions Gwen gave him. He got to the bank rather quickly, police hadn't even arrived on scene yet. He swung inside to see Shocker already holding bags of cash. "Aw how sweet," Spidey said as he came into the room, "you went out of your way to replicate our first date."

"Spider," Shocker said calmly, Spidey could tell by the southern drawl it was Montana in the suit, "I'm glad you could come."

"You're glad," Spidey said with confusion, "since when are you glad to see me? How hard did I hit you when we last fought, cause you clearly got a concussion."

"I'm glad you're here," Shocker said, "because that means you're not... let's just say you're not somewhere else."

"Aw I don't like mysteries," Spidey said, "can't you just tell me?"

"I could," Shocker said, "but I'd prefer to SQUASH YOU, BUG!" Shocker fired a blast at Spidey, who jumped away just in time.

"Oh come on," Spidey said as he jumped around the room, "I already told you I'm an arachnid. I'm starting to think you don't listen to me."

"SHUT UP AND DIE," Shocker shouted as he shot blasts around the room.

"I should start counting how many times I hear certain phrases," Spidey said as he flipped over one of Shocker's blast, "I think from you alone, that's the fifth time I've heard that."

He continued to flip around the room as he dodged Shocker's blasts, when his spider sense went off. He tried to fire a web line and pull himself out of the way, but still managed to get hit by the blast.

"Can't handle one spider without me," Schultz said from the entrance of the bank, he was also wearing his Shocker suit.

"I was doing fine," Montana said, "did you get what you need?"

"Yeah," Schultz said, "now let's kill this bug while we have the chance."

Spidey webbed Schultz's eyes, "I'm an arachnid. Why is this so hard to understand?"

"Because no one cares," Montana said as he blasted Spidey against the wall.

"You know what," Spidey said as he fired a web line onto the ceiling and pulled himself onto his feet, "I don't care either. I'm a bug, in fact I'm an amphibian, or how about a reptile. There's no limits when you just don't care."

"SHUT UP," Schultz said, blindly firing at where Spidey's voice is coming from.

"SCHULTZ CALM DOWN," Montana shouted, "YOU'RE GONNA BRING THE BUILDING DOWN!" Sure enough, Montana was right. The ceiling began to collapse as Schultz fired his blasts.

"Oh no," Spidey said as the rubble started to fall. He quickly fired a series of web balls to try and keep the ceiling together. Montana grabbed Schultz and led him out of a hole that was blasted in the wall. Spidey couldn't go after them, not yet, he needed to make sure that everyone got out of the bank safely. He kept firing his web balls onto the ceiling, whenever a piece of rubble feel, he would fire a web line and throw it out of the way. He had to change his web cartridges twice before all of the people got out safely. Once everyone was safe, he fired two web lines by the door and pulled himself out as the building collapsed.

"FREEZE," police shouted as Spidey came out of the building.

Spidey literally stood like a statue. "Now put your hands behind your head," another officer shouted.

"I thought you wanted me to freeze," Spidey said, "make up your mind."

"Hands on your head," the officer said, "or we will be forced to shoot."

"Okay, hands on head," Spidey said, putting his hands on his head, "I personally don't want to find out what a bullet feels like."

"Take off the mask," the officer shouted, "slowly."

"But that defeats the purpose of the mask," Spidey said, he was stalling as he came up with a plan at this point, "can't we talk about this? I know a great doughnut place down the street if you..."

"Shut up," the officer shouted, "mask. OFF!"

Spidey needed something quick, other wise he may get to find out how Vulture and Scorpion are doing first hand. He didn't want to hurt the officers, but he needed to get away. He jumped back and fired web balls onto the barrels of all the guns to jam them. He found the biggest building he could and began swinging away. "Sorry about the guns," Spidey yelled as he swung away, "that stuff should dissolve in an hour. See ya." Spidey swung away as the officers got in their vehicles, trying to vainly chase Spidey. Luckily for him, he got away.

 **o0o**

Peter slept through history class, getting yelled at for doing so at least twice. He walked over to his locker, still half asleep, and began switching out his books. he had bags under his eyes from lack of sleep and could barely keep his eyes open.

"Hey man," Harry said as he walked up to Peter, "you okay? You look tired."

"I'm fine man," Peter said, "not much sleep last night, was up late finishing homework."

"You sure," Harry said, "maybe you should go home."

"I'll be fine Harry," Peter lied, "we're gonna get to wander campus during photography so I can get slip off and sleep then." He closed his locker to see Gwen hiding behind the door.

"Hey Peter," she said, making him almost jump out of his skin.

"Don't do that," Peter said, his voice slightly shaking, "I'm too tired to put up with your insanity right now."

"Well if you didn't do late nights and early mornings you may not be so tired," Gwen said, "maybe you should get a new bed, or possibly just get more sleep."

"I'm fine," Peter said, lying more to himself than them, "I'll get some sleep later, alright?"

"Not alright," Harry said, "I've never said this before, but you probably should switch off decaf. You may need the energy."

"I don't drink coffee," Peter said.

"Well in that case," Gwen said as she pulled a thermos out of her backpack and handed it to Peter, "drink up."

He took the thermos and took a sip, spitting it out as soon as it touched his tongue. "It tastes like death in a drink," Peter said as he wiped his lip with his sleeve, "why do people like this?"

Harry took the thermos and opened it, looking inside. "It tastes better with cream and sugar," Harry said as he handed the thermos back to Gwen, "psycho queen here takes it black."

"I get it's an insult," Gwen said, "but psycho queen just sounds awesome, I'm keeping it."

"Of course you are," Peter said, "you are the psycho queen."

Gwen laughed for a second, but cut herself off when she put her hand on her ear. "What is it," Peter said as she listened to her earpiece.

"Oh," Gwen said, "It's... nothing... you know, just average... things."

"Nothing you listen to is average," Peter said, "I assume it's police chatter of some sort."

"What," Gwen said, "no no, of course not."

"I could believe you're crazy enough to listen to police chatter," Harry said.

"So what is it," Peter asked.

"Like I said nothing," Gwen said, trying to wave it off, "there's nothing, nothing, nothing."

Peter snagged her earpiece before she had a chance to stop him, putting it in his own ear. A robbery at a technology lab, the thief matched the description of Shocker. "I'll catch you guys later," Peter said as he threw the earpiece back to Gwen.

"Where are you going," Harry asked, "we have class in five minutes."

"I'll be back before you know it," Peter said, "just say I was sick and had to head home."

"I don't like lying," Harry said.

"Then I'll go home after I finish what I need to do so that you aren't lying," Peter said.

Gwen grabbed his arm and pulled him close to whisper in his ears, "you aren't in a condition to fight anyone, much less Shocker. And if both show then you're screwed."

"I'll be fine," Peter whispered back, "I'm sure I can handle it. Now I got to go." He pulled his arm free and took off out the door. He slipped into an alley and put on his spider suit. Spidey jumped in the air and began swinging towards where the robbery was supposed to be taking place.

 **o0o**

Schultz had blasted into the building. He needed the power source for his device. Luckily Horizon Labs had just what he needed, a prototype for some form of super battery. If it worked, his device would be all but finished.

Security was a joke, they had nothing that could compare to his suit. He burst through and began searching through the labs. He knew what he was looking for, even knowing what it looked like, he just didn't know where it was. The rooms all looked the same, the only difference being what was inside. He searched for at least 15 minutes before finally finding what he was looking for.

The device was a small cube, sitting on a pedestal in the center of the room. "Couldn't be easier," Schultz said as he walked up to the pedestal.

"Well it would be easier if I wasn't here," a voice came from the doorway behind him. Schultz turned around to see Spider-Man hanging from a web line just outside the door to the room he was in.

"Spider," Schultz said, staring intently at him.

"Moron," Spidey said, mocking Schultz's voice.

Schultz fired a blast at the doorway, Spidey flipping out of the way just in time to dodge the blast. "You're not supposed to be here," Schultz said as he fired a series of blasts.

"Well if you didn't want me to be here then you shouldn't go robbing places," Spidey said as he flipped around to dodge Schultz's blasts.

Schultz paused his blasts to tap a button on his gauntlet. "You were in the wrong place spider," Schultz said, "now you're going to die."

"Everyone says that," Spidey said, "but no one ever keeps their promise."

"Well I'm not one to disappoint," Schultz said, firing off his gauntlets again.

"Come on," Spidey said as he started flipping again, "now you're not just lying to me, you're lying to yourself."

"He's not lying," A familiar southern voice said, "we're going to kill you." Before Spidey could react, Montana blasted him out of the air.

"Oh, hey Rhode Island," Spidey groaned as he picked himself off the ground, "glad you could join us."

"You didn't take long," Schultz said.

"I finished my job," Montana said, "I was waiting for the spider when you called."

"Awe, how cute," Spidey said, "you were waiting for me." Spidey fired a web line onto their legs and pulled them to the floor.

"You annoyance," Montana said. He fired a blast at Spidey from the floor, Spidey jumping out of the way just in time. "Damn spider," Montana said as he lifted himself off the ground, "Schultz, grab what you need and let's leave."

"Do you mean this thing," Spidey said, firing a web line onto the small cube on the pedestal and pulling it into his hand, "doesn't seem that special."

"GIVE THAT TO ME," Schultz shouted.

"Wow you really want this," Spidey said, tossing the cube up and down in his hand, "you know what, I don't think so. In fact, I think I'll keep it, don't want some jerk like you having it."

Schultz growled for a second, until he let out a small laugh, "go ahead and take it."

"WHAT," Montana yelled, "I THOUGHT YOU NEEDED THAT PIECE OF CRAP, WHY ARE YOU LETTING HIM TAKE IT?"

"I'm as shocked as Washington here," Spidey said, "why would you just let me leave with this?"

"Two reasons," Schultz said, "the first, the police are here and I don't want to deal with them." Schultz went quiet for a moment, sure enough Spidey could hear sirens. "And two," Schultz continued, "there is nowhere you can run, nowhere you can hide that I can't find you." Schultz stood up and blasted a hole in the wall, "all of us had better leave. Unless you want to explain to the police why you're here." Schultz stopped as he left, "and I wouldn't recommend leaving that cube here." Schultz turned and pointed at the cube, "if you leave it here, I'll just come back and take it."

Spidey watched as Schultz left. He couldn't stay, he could already hear police running down the halls. Schultz was right, they'd all have to run or else be caught, including Spidey. He also couldn't leave this cube here, Horizon Labs wasn't safe from either Shocker. He'd have to give chase later, he'd have to make his own escape now. Spidey jumped back and into the vent he slipped in through and made his way back to the rooftop before jumping off and swinging away. He tried to searh for where the Shockers were, but both of them had already gotten away.

"Hey Gwen," Spidey said in to his comms as he began swinging back towards the school, "you there?"

"What's up," Gwen said.

"The Shocker twins got away," Spidey said, "they were robbing Horizon Labs, trying to steal some cube thing. I need to know what it is."

"I need a better description than a cube thing," Gwen said, "do you have something else I could go off of?"

"I could bring it to you," Spidey said, "I took it so the Shocker twins wouldn't get it."

"YOU IDIOT," Gwen shouted into his ear, "YOU STOLE SOMETHING FROM HORIZON LABS."

"One, Ow," Spidey said, "two, it wasn't safe there, either Shocker could just walk in and take it."

"Warehouse Seven near the docks in Queens," Gwen said, "I'm already here, I spray painted a spider on it so you could find it. We'll meet up there and I'll explain why you're an idiot."

"You can't explain now," Spidey said.

"Because I want to look you in the face when I yell at you," Gwen said, "now get over here."

Spidey bit his tongue and changed the direction of his swing to where Gwen had said to meet her.

 **o0o**

Spidey stared at the small warehouse. When Gwen said that she had spray painted a spider on the building, he didn't think she meant that she sprayed over half of the wall. He swung over and slipped in through an open window to see Gwen working on something at a small table.

Spidey hung down from a web line and flipped onto the floor behind her, "tada."

Gwen jumped in her seat, she grabbed what she was working on and shoved it into a box so fast that all Spidey could see was a streak of red and blue. "Don't scare me like that," Gwen said, "nearly gave me a heart attack."

Peter took off his mask as he laughed, "so how does it feel to have someone jump out of nowhere."

"Horrible," Gwen said, "but I'm not stopping it."

"What's that," Peter said, pointing at the box she shoved her red and blue streak into.

"Nothing," Gwen said, throwing the box under the table, "that's not important, give me the cube." Peter pulled the cube out from his hoodie pocket, Gwen snatched it out of his hand and began opening it up. "Horizon Labs doesn't have much security," Gwen explained as she fiddled with the cube, "but they put trackers in their technology that not many people know of so that if it's stolen they can find it and report it to the police."

"And I brought it here," Peter said, "so that way we could be tracked by the police."

"And I took it out," Gwen said as she pulled out a small chip from the cube, "and shut it off so we can't be tracked."

"Good," Peter said, "now they can't trace it back to me, you, or anyone we care about."

"Not to mention we have the cube," Gwen said as she started putting the device back together.

"Speaking of the cube," Peter said as he picked it up, "what exactly is this thing."

"Careful," Gwen said, "that thing is a prototype for a super battery, they've been testing it at Horizon Labs for weeks."

Peter looked at the cube, "a super battery, huh." Peter turned his attention to the tracker, "and what are we gonna do with that?"

"Get rid of it," Gwen said, "the sooner the better."

"There's nowhere you can run," Peter repeated, "nowhere you can hide that I can't find you."

"What are you saying," Gwen said slowly backing away from Peter, "you better not be plotting to kill me or something."

"No," Peter said, "well, at least not yet."

"Comforting," Gwen said, "then what was that?"

"Those were the words Schultz said to me before he escaped," Peter said picking up the tracker.

"You think he knew about it," Gwen said, taking the chip out of Peter's hand.

"It's possible," Peter said, taking the chip back, "and it sounds like he also knows how to track it. If we turn it back on, he'll come to us."

"And we can lead him into a trap," Gwen said with a smile, "we actually have the upper hand on Shocker."

"We can set up a trap in this warehouse," Peter said.

"We can't bring them here," Gwen said.

"And why's that," Peter said, "I'm perfectly fine with Schultz and Montana wrecking this dump. No civilians or anything important."

"I'm not," Gwen said, "I am not going to let those guys ruin our new base."

"New base," Peter said with confusion, "since when is this place our base?"

"Since I found it," Gwen said, "I'm sick of hanging out in your basement. Besides, I need more room to work on stuff for your web slinging expeditions."

"Why couldn't you pick a place that doesn't have rats running around," Peter said, "not to mention it doesn't help that you literally sprayed my symbol on the front door, people will find it in an instant."

"Well fine then," Gwen said, turning her back to Peter, "but when someone like Scorpion or Vulture finds a way to follow you back to your secret base in the basement and lead them right to May, don't come crying to me."

Peter grunted, "fine, but you're in charge of cleaning this place up."

"I can do that," Gwen said, turning back towards Peter with a smile, "but right now, we have two red and yellow idiots to catch."

 **o0o**

"You idiots lost it," Hammerhead said to Montana and Schultz, "Tombstone will not be happy. Not to mention that you let the spider get away."

"I did not think he would know about the tracker," Schultz said, "I believed I could hunt him down and kill him while getting what I need."

"Well you thought wrong," Hammerhead said, "you idiots not only failed to get what we need, you failed to kill that spider. You even let the spider leave with what we need."

"That spider is more annoying than you think," Montana said, "we wanted to catch him by surprise so that we could take him out without a struggle."

"You can't take one kid out," Hammerhead said, "you're pathetic. The big man should've just sent me, that stupid spider'd be dead by now."

"Believe me," Schultz said, "you couldn't take him, he's a jumpy little bastard."

"If you two could nearly kill him," Hammerhead said, "then I definitely could finish him off."

"He's not some average kid," Montana said, "he packs a punch. He could probably put a dent in that thick skull of yours."

"Shut up," Hammerhead said, "I don't care what you have to say about the stupid spider, all I care about is that you finish the device for the big man and get out of my hair."

"Listen you heavy head bastard," Schultz said, stepping forward to get into Hammerhead's face, "just because you have a huge ego doesn't mean you can..."

Hammerhead headbutted him, knocking Schultz to the floor and denting his head slightly. "I could take that stupid spider," Hammerhead said as Montana picked Schultz up off the floor, "I could take you idiots."

"Cheap shot," Schultz said, "let me get my suit and I know I could kick your dumb ass."

"Will you morons shut up," Montana said, "we are not going to get anywhere while we bicker between each other, might as well try to kill the spider."

"And how do you plan to do that," Schultz said, pulling out the tracking device and gesturing to the screen, "the spider turned off the tracker so we can't find him." As he gestured towards the blank screen, a small blip appeared on it.

"It appears you have a way to track the spider now," Hammerhead said, "now go get him."

"Are you kidding," Schultz said, "the tracker suddenly turning on like this, it has to be a trap."

"I don't care if the spider literally puts up a sign that says that there's a trap," Hammerhead said, "the spider will be there, and so will the battery, so you're going."

"And what about you," Montana said, "you were bragging about how you could take the spider on a couple of minutes ago, why don't you go fight him?"

"I have to prepare for the meeting," Hammerhead said, "you two can deal with the spider." Hammerhead turned his back to them and began walking out the door, "now get out."

Schultz and Montana waited until Hammerhead was gone before speaking again. "So are we gonna go after the stupid kid," Montana said.

"I'll be honest," Schultz said, "I'd rather deal with the spider's trap than Hammerhead. He has one hell of a headbutt."

"So we're going after the spider," Montana said, "in that case, what's the plan?"

"We grab our suits and prepare for anything," Schultz said, "and prepare to kill the stupid spider."

 **o0o**

Spidey was sitting on the roof of a small building. He was desperately hoping the Shocker twins would show up. He at least hoped they'd show up before Horizon Labs picked up on their tracker and the police showed up.

"How's it going on your end," Spidey said into his comms as he tossed the super battery up and down.

"Almost done setting up," Gwen said, "although this might not work completely."

"Well the two of us spent at least two hours working on our trap," Spidey said, "at the very least we're going to get the dumber Shocker."

"And which one of us is the dumber one," a southern voice shouted. Spidey's spider sense blazed up and he flipped up just in time to dodge Shocker's blast. once he landed back on the roof, he looked down to see the two Shockers with their gauntlets at the ready.

"Moron, California," Spidey said, throwing his hands in the air, "so glad you could join me, I've been waiting for you."

"Shut up," Schultz shouted, "just give us the battery and we'll consider letting you live."

"You mean this fancy toy," Spidey said as he held up the cube, "I don't think so, I've grown a bit fond of it, but thanks for your consideration."

"Fine," Montana said, "We'll do this the hard way." He fired a blast at Spidey, who flipped off the roof and landed on his hands in front of them, planting one foot on each of their chests and kicked them hard to send them flying back against the wall.

Schultz fired a blast from his gauntlets while he was on the ground, sending Spidey flying back. "Stupid spider," Schultz said, "I'll take that cube from your cold dead hands."

"You'll have to catch me first," Spidey said as he flipped onto his feet and jumped into the air, firing a web line onto the building a swinging away.

"GET BACK HERE," Montana shouted, firing a blast at where Spidey was swinging. He flipped around to dodge Montana's blasts.

"You're aim still sucks," Spidey said as he dodged the attacks, "maybe you should consider taking shooting lessons."

"HOW ABOUT I USE YOU FOR TARGET PRACTICE," Montana shouted.

"Maybe you should try using clay pigeons," Spidey said, "they may be smaller but I feel like they may be a bit better for practice than a flipping red and blue superhero."

"Idiot," Schultz said as he pushed down Montana's gauntlets, "he still has the cube. If you blast him you could blast the cube."

"So what do you suggest," Montana said, "we need the cube and we need to kill the spider."

"For now, we follow him," Schultz said, "we know he's planning a trap so we can be prepared for it."

"So we follow the spider and try to trap him in his own trap," Montana said, "I like the sound of that." The two Shockers began chasing after Spider-Man and followed him. They had no trouble keeping up with Spider-Man, he would often stop to let them catch up. Occasionally they would fire a blast in order to make Spidey think that they were still falling into his trap. Eventually, Spidey flipped into an old abandoned theater through the window.

"That must be where his trap is set," Schultz said, looking up at the building, "he's probably waiting with some form of ambush."

"I'll go around back," Montana said, "if he's planning some form of ambush, then he can't get us if we come in from different entrances."

"Alright," Schultz said, "we'll ambush his ambush."

Montana nodded before running around the back of the building. Schultz walked in through the front door and made his way to the stage. Spidey was sitting behind a table on the stage, placing a prop tea cup to his mask and pretending to sip.

"So happy you could make it," Spidey said as he stood up, throwing the tea cup away and picking up a cake from under the table, "come in come in, I made cake."

"Stop with the bull," Schultz said.

"Fine," Spidey said, "you caught me." He threw the cake behind him, "I didn't make cake, that's a prop I found backstage... feels good to be honest."

"Shut up," Schultz said, "give me the battery before I decide to get hostile."

"I can't do that," Spidey said, "I'm kind of using it at the moment, but you can have it once I'm done with it."

"I think I'll just take it," Schultz said before firing a blast towards the stage. Spidey flipped up and dodged the blast.

"Bad Shocker," Spidey said as he landed on the ceiling, "time to put you in time out." Spidey shot two web lines on to a cage he had hanging from the ceiling and pulled it down so it landed around Schultz.

"Realy," Schultz said as he looked at the cage, "this was your grand plan? Put me in a cage."

"It didn't even work properly," a southern voice said from behind Spidey. His spider sense went off and he jumped to dodge a blast from Montana. "Did you forget there was two off us," Montana said.

Schultz fired a blast and put a hole in the cage for him to step out. "Did you also forget that we have powerful weapons that we can use to blast a hole through this stupid cage."

"Maybe I did," Spidey said, "maybe I didn't."

"Face it spider," Schultz said as he stepped closer "your ambush has failed."

"Now give us the cube," Montana said, also stepping closer, "and maybe we'll let you live."

"What are you talking about," Spidey said, tilting his head in confusion, "I haven't even started my ambush yet."

Before they could figure out what they meant, a bright flash filled up the room. Once it had cleared, it seemed like nothing had happened.

"The hell was that," Montana said.

"My ambush," Spidey said with a smug tone.

"Well it failed," Schultz said, "your stupid flash bang didn't do anything, and now you die." He tried to fire his gauntlets, only to have them not work. Montana saw this and tried firing his gauntlets, only to have the same results.

"What's the matter," A girls voice said. Montana and Schultz turned to the balcony see a girl in a white hoodie with a white mask and pink goggles. "Did my EMP fry your fancy gauntlets," Spider-Girl continued as she leaned over the balcony's railing.

"EMP," Schultz said with a confused tone.

"Yeah," Spider-Girl said, pointing at Montana, "we came up with the idea when we first fought Arizona there. We figured we could use one to fry his stupid gauntlets, but never really had a good power source so it could only be used at close range."

"That is until a certain mad scientist told me to take a certain cube so he couldn't get it," Spidey said as he flipped onto the balcony, "and that cube happened to be a prototype super battery that we could use to make our EMP spread throughout a larger area." He took the cube out of the control panel for their EMP and started tossing it up and down, "really man, thanks for the idea." He threw the cube down to Schultz, "you can have it now that we're done with it, although we kinda drained it of all power. Although it made a super EMP, one that will probably ensure that those gauntlets never work again."

"YOU BASTARD," Schultz shouted.

"Hey I helped too," Spider-Girl said, "why am I not getting yelled at?"

"SHUT UP BITCH," Schultz shouted.

"Thank you," Spider-Girl said, "equal shouting, that's all I asked for. Okay Spidey go kick their asses."

"With pleasure," Spidey said. He flipped off the balcony and landed between the two Shockers. Schultz and Montana both charged forward in an attempt to tackle Spidey, but he flipped over them and caused them to collide with each other. "If you're trying to put your heads together to figure out how to beat me," Spidey said, "I can tell you now you're doing it wrong."

"SHUT UP," Schultz shouted, charging at Spidey on his own. Spidey lackadaisically dodged the attacks.

"You really aren't much of a fighter," Spidey said as he flipped back and kicked Schultz in the jaw, "probably why you use the fancy suit, must be a shame that some dashing hero broke it."

"SHUT IT SPIDER," Montana shouted as he began his own charge. Spidey dodged the attacks, putting forth legitimate effort to avoid Montana's attacks.

"See now you," Spidey said, "I can tell you are actually a good fighter without the suit, probably all those years as a mercenary." He spun around and roundhouse kicked Montana in the face. "Shame you still can't handle my awesomeness without your teammates," Spidey said as he stood over the two Shockers triumphantly. He took the opportunity and webbed Schultz and Montana to the ground.

Schultz struggled to try and escape the webbing, "I'LL KILL YOU!"

"Maybe another time," Spidey said as he sat on his heels next to Schultz's head, "right now, why don't you tell me where to find Tombstone."

"GO TO HELL," Schultz shouted.

"You're the second person to tell me to check there," Spidey said, "and I still don't think he's there."

"Give it up Schultz," Montana said, "we're not getting out of this."

"SHUT UP," Schultz shouted as he continued to struggle, "I CAN STILL FIGHT, LET ME AT HIM!"

"Shut up," Montana said, "we lost, deal with it."

"At least one of you is sane," Spider-Girl said as she entered the room, "now how do we find Tombstone?"

"I don't know," Montana said, "I've only ever met him personally a couple of times. Each time he would blindfold me when I entered the building and when I left so I couldn't know his location."

"In other words, you know nothing," Spidey said.

"Not exactly," Montana said, "I know how you can find him."

"DON'T YOU DARE," Schultz shouted.

"A meeting," Montana said, "all the crime bosses in New York meet up once a month, discuss their plans so they don't end up crossing paths and stepping on each others toes."

"BASTARD," Schultz shouted, "THAT WAS CLASSIFIED!"

"Hot head there has a point," Spidey said, "why are you telling us this?"

"Because a stupid blockhead has gotten on my nerves," Montana said, "he says you're easy to take care of, I want to prove him wrong. Either Hammerhead will get his ass handed to you and I get to laugh at his failure, or he kills you and I finally have you out of the picture. Either way I win."

"Hammerhead huh," Spidey said, "sounds pleasant."

"So now you know," Schultz said, "now you're one step closer to Tombstone. I'll be honest, I'm a little glad."

"Oh yeah," Spider-Girl said, "and why's that?"

"Because you can't take him," Schultz said, "he'll kill you, he'll end you and everyone you love."

"He'll fail," Spidey said, taking on a serious tone, "I'm gonna take down Tombstone, I'm gonna make him pay for all of his crimes, and I'm going to ensure that he looks at three walls and a cell door for the rest of his life."

"Noble," Schultz said, "but all in vain. I hope you find him, all so he can kill you."

Spidey heard sirens outside the building, "well I'll happily let him try when I meet him. However, we need to get going, you mind explaining this to the police. Thanks." He grabbed Spider-Girl and jumped into the air, firing a web line onto the ceiling and swinging out through one of the holes that the Shocker's blasted.

 **o0o**

"How do you tolerate that," Gwen said as she leaned over a garbage can back at the warehouse. She gagged a bit and threw up.

"What's wrong with web swinging," Peter said as he typed into his computer, "it's a great way of getting around."

"And a great way to move the blood from your brain to your feet," Gwen said as she tried to recompose herself, "if I ever have the option of web swinging and getting caught by the cops, leave me to the cops."

"Maybe if you had super spider powers, you'd be able to tolerate it," Peter said with a smile.

"I think that spider bite may have mutated your inner structure a bit," Gwen said, "mostly your circulatory system. No human could handle G-force like that. Not to mention you've survived jumps that would make most people go splat."

"We have no way of knowing how it changed my insides," Peter said, "I just know that I can jump high, lift heavy things, and stick to walls."

"We may have to run some experiments on you," Gwen said as she began pacing around Peter.

"I am not gonna let you cut me open," Peter said, "I still need my insides to stop Tombstone."

"You're no fun," Gwen said jokingly, "I swear all of your internal organs would most likely be back where they belong."

Peter laughed, "you know what, nothing you can say can ruin my mood. We actually know where to find Tombstone."

"And once we find Tombstone we can take him down," Gwen said.

"Well not exactly," Peter said, "we still need to find something incriminating against him."

"But once we know who he is that will be easy," Gwen said with excitement.

"Exactly," Peter said, "now we just need to find this meeting."

"Don't worry," Gwen said, "I can handle that."


	11. Gangland

Chapter 11: Gangland

Peter and Gwen stared at the small cork board in the warehouse. They were preparing for the meeting that Montana had told them about. They knew they needed to find the meeting, so they were trying to set up a cork board with pictures of the other four crime bosses in New York. There was a large, bald man in a white suit with a purple shirt, an old man with silver hair in a black suit with a red tie, a man with scars covering his entire face, and an average man with short black hair in a gray suit with a yellow shirt. They also put a stock picture of a tombstone to represent who they were trying to hunt down.

"What about the big guy," Peter said as he pointed at the picture of the man in the white suit, "he seems easy to follow."

"Wilson Fisk," Gwen said, "AKA the Kingpin. I wouldn't recommend him, he has a dangerous mercenary near him at all times. Rumor has it that his mercenary never misses. Not to mention if you take on Fisk, you may also have to deal with the devil himself."

"The devil himself," Peter said with confusion, "what do you mean by that?"

"That's a problem for another day," Gwen said, "try someone else."

"Okay then," Peter said, pointing to the picture of the silver haired man "the old guy."

"Silvio Manfredi," Gwen said, "AKA Silvermane. He may look old, but he apparently has some serious tech with him. Plus an extremely dangerous silver haired Mercenary by his side at all times. I wouldn't recommend trying to tail him."

"Fine," Peter said, getting a little bit annoyed, "then let's Tail scar face there."

"Billy Russo," Gwen said, "AKA Jigsaw. He doesn't have a mercenary, but he does have a highly powerful exoskeleton and he isn't afraid to show it off."

"OKAY FINE," Peter yelled, very annoyed now, "THEN LET'S GET THE LAST GUY! OR DOES HE HAVE SOME SUPER TECH TOO? OR MAYBE A SUPER MERCENARY?"

"Cornell Stokes," Gwen said, "AKA Cottonmouth. He actually has no tech or a mercenary. I was going to suggest tailing him since he would be the easiest."

"THEN WHY DIDN'T YOU," Peter yelled, "WE COULD'VE AVOIDED THIS STUPID BACK AND FORTH BULL!"

"Because you made a suggestion," Gwen said, "I figured you wanted to pick. Not to mention it was a great way to go over your potential threats."

"I hate you," Peter said, "not a constant hate, it comes and goes, but a very very strong hate. The hate that my villains feel for me."

"So a very annoyed hate," Gwen said, "the kind of hate caused by someone who does something particularly annoying."

"The very same," Peter said, "now how do I find Cottonmouth?"

"He runs a club in Harlem," Gwen said, "nice place. Been there a couple times. There's also this amazing barber shop nearby. I go there from time to time. Really nice..."

"Gwen," Peter interrupted, putting a hand over her mouth to shut her up, "I don't have time for a tour of Harlem. I just want to know how to tail Cottonmouth."

Gwen took Peter's hand off her mouth, "that's easy. See, all you have to do is find Cottonmouth... and tail him."

"Wow thanks," Peter said sarcastically, "now that our intricate plan is complete, we can totally take on all the crime bosses in New York."

"Glad we agree," Gwen said, "now give me your suit."

"What," Peter said, tilting his head in confusion, "why?"

"I need to make some slight modifications," Gwen said, "now fork it over."

"I need to take it off," Peter said, taking off his jacket and t-shirt to reveal his red spider hoodie.

He began to take off his hoodie to reveal his well toned body. "Hey hey hey," Gwen said, "there are ladies present. I'd prefer you didn't get naked in front of me."

"Afraid you won't be able to resist me," Peter said as he threw Gwen his hoodie. He then flexed a little bit to show off his muscles. Gwen picked up some small piece of junk off a nearby table and threw it at him, pelting him in the head.

"How does a spider bite give you muscles," Gwen said.

"Well I have spider strength," Peter said.

"Yeah but have you ever seen a muscular spider," Gwen said.

"No," Peter said, "but I kind of want to google it now."

"I wouldn't," Gwen said, "it might lead you to a dark part of the internet."

"Duly noted," Peter said, "duly ignored. I'm looking it up when I get home, then possibly deleting my browser history depending on the results."

"If there's any interesting search results, be sure to tell me," Gwen said as she started cutting some of the stitches in his mask, "you've got me interested now."

"You'll be the first to know," Peter said as he started putting his shirt and jacket back on, "now I have to run to the Bugle and get home." Peter prepared to leave, all until he realized a glaring problem. Peter whipped around to face Gwen, "how am I supposed to swing around when you have my mask and my suit?"

"Walk," Gwen said as she continued to work on the mask.

"I don't walk," Peter said, "I jump, flip, and swing. I can't do that in my street clothes."

"Fine," Gwen said, reaching into her bag. She pulled out a white hoodie, mask, and pink goggles. "Here," She said as she handed the outfit to Peter.

"I can't wear this," Peter said, "this is your suit."

"So," Gwen said, turning her attention back to the mask.

"So, I'm not going to swing around as Spider-Girl," Peter said, "I'm Spider-Man."

"One, it's Spider-Woman," Gwen said, "keep calling me Spider-Girl and I'll ensure that every news station in New York calls you Spider-Boy."

"Alright Spider-Female," Peter said.

"And two," Gwen continued, ignoring Peter's stupid joke, "it's either you swing around in that suit or you don't swing around at all. Next subway should be leaving in a little bit if you want to catch it."

Peter groaned, "fine, give me the stupid suit."

"Hey," Gwen said, "my suit is not stupid. It's even based off of your suit, so if mine is stupid so is yours."

"You made both of them," Peter said, "so if one's stupid they're both stupid. Now give me the suit."

Gwen threw him the hoodie, mask, and goggles. Peter put the stuff on, clicked on his web shooters, and jumped up to the window of the warehouse. "We'll meet back here tomorrow after school," Peter said from the window, "by then we'll probably have a plan to follow Cottonmouth."

"Not to mention I'll have your suit finished," Gwen said, "I only need to make some slight changes and then I'll get it back to you."

"Got it," Peter said, "I'll see you tomorrow."

"See ya," Gwen said. Peter jumped out the window and started swinging away.

 **o0o**

Peter had managed to get some research on the other four crime bosses in his free time. Unlike Tombstone, they were far less subtle about their criminal activities. While they had been tied to certain crimes, there was never enough evidence to convict them. They would have to wait for another day however, Tombstone was his target. He was at school the next day, switching his books out for his science class.

As Peter closed his locker, Gwen popped out from behind the locker door. "Hey," Gwen said.

Peter jumped, "why do you insist on doing this to me? I'm a good person. I don't deserve this."

"It's funny," Gwen said, "and besides, you're stuck with me."

"As constantly remind me," Peter said, "so to what do I owe the displeasure this time."

"I wanted to start putting our heads together and work on a plan," Gwen said.

"Couldn't that wait until we met up at the warehouse," Peter said.

"No," Gwen said, "I managed to get some police intel, the meeting is tonight."

"TONIGHT," Peter shouted. Gwen put her hand over his mouth to shut him up.

"You idiot," Gwen whispered, "do you want the entire school to hear us talking about Spider-Man stalking a crime boss." Peter shook his head. "Good," Gwen said, removing her hand from Peter's face, "now we need to come up with a plan."

"Right," Peter said, "so what are we gonna do?"

"We start planning now," Gwen said, "then after school we head back to the warehouse, you suit up, and then we start staking out Cottonmouth."

"Alright," Peter said, "and what about my suit?"

"It's done," Gwen said, "It's at the warehouse right now."

The bell rang out through the halls. "We can discuss the plan more during class," Peter said, "right now we need to get to... well class."

"I hate that we go from stalking a crime boss to class," Gwen said as they started walking to class, "why can't we just ditch class and focus on Cottonmouth?"

"So we can graduate," Peter said, "not to mention I miss way too much class already, I'm probably going to have to appeal for at least one credit because of all the time I'm spending swinging through the Manhattan skyline."

"Fair point," Gwen said, "fine, we'll get Cottonmouth after school."

 **o0o**

The rest of the day went especially slow. Gwen and Peter went back and forth debating plans. It wasn't until they got to the warehouse that they finally agreed on what to do. They decided to use a new form of tracker Peter had designed based on the Horizon Labs tracker, placing it on Cottonmouth's person somewhere so that they could keep track of him no matter where he went. Once he stopped, they would know where the meeting was.

"So that's the plan," Peter said, "you put the tracker on him and I follow him to the meeting."

"That's about it," Gwen said, "he should be at his night club up until he leaves for the meeting." Gwen then gagged a little bit, "do I really have to plant the tracker on him? Why can't you do it? I mean you could just go up without your mask, slip the tracker on him, and then slip your mask on and follow him. If I'm being honest, I really just don't want to web swing with you again, that was the worst experience ever."

"Yes," Peter said, "we agreed to this, I'm not going to let you back out now."

"I guess it's a good thing I ate a light lunch then," Gwen said, "nothing for me to throw up."

"You could still throw up bile," Peter said, "but if you get it on my suit, you'll have to wash it."

"I already upgraded the thing," Gwen said, "I probably put more work into that suit than you. Besides I'll probably have to wash the blood out after you're done tonight, I can do that while you mend it."

"I can sense your confidence in me," Peter said, "speaking of the suit, where is it?"

"Over there," Gwen said. She pointed over to a mannequin in the corner of the room. Peter stared at his suit, he had never seen it on another person (or fake person) before. He stared at his suit, the only noticeable difference being that his goggles had white lenses instead of his old black ones.

"Why is it on a mannequin," Peter said.

"I was using it to get an idea of a human form so I can make something," Gwen said, "once I was done with it, I decided we can keep the suit on it."

Peter put his hand up against the mannequin, "but why? You're making it so that I have to come to the warehouse to get my suit, plus I'd have to take it off the mannequin just to put it on. It's inconvenient."

Gwen went silent for a minute. "So ignoring the obvious," Gwen finally said, "I added some new tech to your suit. I put cameras in your goggles so that I can watch your fights from the safety of the warehouse. I also put a special tracker in it so I can keep track of you from the base."

"In other words," Peter said, "you get to sit in a safe location while I'm fighting mercenaries, electric men, guys in advanced metal suits, and god knows what else."

"Yep," Gwen said, "now suit up. We have a snake to catch."

 **o0o**

Spidey sat on the wall on the building across the street from Cottonmouth's club. The sign read "Harlem's Paradise." Spidey stared at the entrance to the building for a full hour before there was finally activity. He watched as a long, black limo pulled up to the front of the club. He figured that must be Cottonmouth's ride, too nice to be some random patron's. He watched as Cottonmouth walked out of the club. He was wearing a green suit with a yellow dress shirt. His sport's jacket was unbuttoned. He watched as Cottonmouth began to walk towards his limo, but was stopped by a blonde girl in a white hoodie bumping into him.

"Sorry," Gwen said, picking up a series of random papers that she had, Spidey was sure that a couple of them were blank. "I was just in a rush," Gwen continued, "I just didn't see you there."

"It's fine," Cottonmouth said, helping her pick up the paper's, "you just need to be more careful, some of the people you bump into aren't as forgiving as me."

"Right," Gwen said. She took Cottonmouth's hand and began shaking it, Spidey could see her pin the tracker onto his sleeve. "Thank you," She said, "and I'm very sorry."

"Don't worry," Cottonmouth said, "now run home."

Gwen nodded and ran off. "Good job," Spidey said into his comms once she was out of Cottonmouth's sight.

"Thanks," She said back, "now stick to him like glue."

"I'd prefer to stick to him like webbing," Spidey said. Gwen groaned on the other end of the comms. Spidey watched as Cottonmouth got into the limo. He waited for it to begin to drive away before pulling out the small, cheep screen showing the tracker's location. "Alright Cottonmouth," Spidey said, "lead the way."

 **o0o**

Cottonmouth's limo was parked outside a small restaurant. There was four other cars parked next to it, each of them looking high end and expensive. This had to be the place. Spidey looked at the restaurant. The sign read "DeCarlo's." He hoped he was right, otherwise he might have to explain why Spider-Man ruined someone's nice night out.

He jumped on top of the building and found a vent on the roof. He ripped off the grate and slipped inside, beginning his crawl through the vents. He listened to try and hear anything that sounded illegal.

He looked through the vents until he eventually found what looked like some sort of private VIP room. six people were in the room, Jigsaw, Kingpin, Silvermane, and a man that Spidey didn't know. He was wearing a blue suit with white pinstripes on it, and his forehead was almost like a cube, was this Tombstone? They were all sitting around the table, but behind Kingpin and Silvermane were two more people. One was a man in a black trench coat wearing a black mask with what looked like a target on the forehead. The other was a woman in a silver suit with silver hair and a silver headband. She had a rifle on her back and two handguns on her leg.

"Sorry I'm late," Cottonmouth said as he walked into the room, "I got a little held up by traffic and some girl."

"Well now that you're here," the man in blue said, "We can get started."

"What do you mean," Kingpin said, "I believe your boss is still missing."

"The big man isn't coming," the man in blue said, "he was worried about a certain bug."

"Are you talking about that vigilante in the news," Silvermane said, "Spider-Kid or whatever his name is."

"Spider-Man," Kingpin said, "he's more than just some kid, he's a threat."

"I don't care what he is," Jigsaw said, "we all meet together every month, but Tombstone sends his lackey."

So this isn't Tombstone, Spidey thought to himself, but he may be able to lead me to him.

"The big man is a very private person," the man in blue said, "he may be a big name, but he doesn't like the idea of some Spider-Punk seeing his face."

Jigsaw stood up, "listen Hammerhead, why don't you tell Lonnie to either show up or go suck a big one."

The man in blue, Hammerhead, stood up as well, "don't go throwing his name around casually, it never goes well for who does."

"If Lonnie wants a fight, he can come and fight me himself," Jigsaw said.

"Gentlemen," Silvermane said, standing up himself, "it does not matter if Tombstone is here or his right hand man is here, either way we have business to attend to and these matters can not wait."

"He is right," Kingpin added, "after we discuss business, we can talk about Tombstone missing our meeting later."

Jigsaw and Hammerhead stared at each other with hatred in their eyes, no words between them. "Fine," Jigsaw said, breaking the silence in the room, "but if Tombstone ends up getting in the way of my plans because you didn't give him the right information, you'll both have to deal with me."

Hammer head simply sat back down, ignoring the threat. The meeting went on, Spidey listening in on the whole thing. They discussed various matters and plans for what sounded like heists, drug smuggling, and other major crimes. He wished he had a pen and paper to write this all down.

"I can't believe all the information we're getting," Gwen said over the comms. Spidey jumped at the sound of her voice, it had been just the crime bosses talking for so long that he had forgotten she could hear it too.

Apparently Spidey wasn't the only one that heard her. The silver haired woman and the man in black both turned their heads towards the vent Spidey was in. Please don't realize I'm here, Spidey thought to himself, please don't realize I'm here.

The man in black and the silver woman looked at each other. The man in black nodded towards the vent Spidey was in, the woman nodded back in response. She walked over and whispered something into Silvermane's ear, he nodded and she and the man in black walked out of the room. Where are they going, Spidey thought.

He took one of the bugs off of his web shooters and planted it on the vent grate so that Gwen could keep listening to the meeting. He turned around and began going through the vents, looking for the man in black and the woman in silver. They may be trying to find him, it would be better if he kept moving.

As he crawled through the vent, a grate in front of him was pulled down from the room below, and someone threw a grenade into the vent. Spidey was nervous, but moved quick to not die. He fired two web lines behind him and pulled himself so he was over a different grate, kicking the grate down and dropping into the room below as the grenade went off. He was in a large room that had nothing in it except a series of decorative vases lining the wall, one of the other private rooms in the restaurant, staring face to face with the man in black and the woman in silver.

"This is the Spider-Man," the man in black said, "I figured he'd look more threatening."

"Coming from the guy who literally has a hit me here sign on his face," Spidey said as he pointed to his forehead.

"I'm just saying," the man in black said, "I figured if Tombstone was afraid of you, then you had to be, like, 8 feet tall with pincers." He put his hands to his face in a way that resembled pincers.

"I think you're forgetting about the man part of Spider-Man," Spidey said.

"You barely qualify as a man," the man in black said, "you're just a kid."

"You are both children," the silver woman said, having a slight accent to her voice that Spidey couldn't place, "now if you are done bickering, may we kill the intruder."

"You may not," Spidey said, "and bickering with baddies is an important part of the full Spidey experience. Now if you don't mind Silver Psycho, I got to beat you guys up and then go back to spying on your bosses."

"It's Sable," she said, "Silver Sable."

"That's... actually a really cool name for a mercenary," Spidey said, "I normally deal with guys with names like Shocker or Electro, it's weird to meet someone with a cool name. What about target practice there?"

"Bullseye," the man said, "the man who never misses."

"See that's what I'm used to," Spidey said, "a lame name and a cocky psycho."

"In the words of Kid Rock," Bullseye said, flicking a series of cards into his hands, "it's not cocky if you can back it up." He began throwing cards at Spidey, who used his spider sense to dodge all the cards but they still grazed them and scratched him all over his body.

"Fancy card tricks," Spidey said, another card scratching him on the back as he flipped to dodge, "have you considered taking on magic. I'd prefer card tricks to you trying to kill me."

"I never liked magic," Bullseye said, throwing a card into Spidey's arm.

"Well I do," Spidey said, continuing to flip around despite the injuries that Bullseye had already given him, "how about this trick?" He landed on the ceiling, "alakazam, alakazee." He fired two web balls onto Bullseye's eyes, "you can't hit what you can't see."

"DAMN IT," Bullseye shouted, trying to rip the webbing off his eyes, "WHAT IS THIS STUFF?"

"Webbing I make myself," Spidey said, "I could go into the logistics, but it's really disgusting." He then fired another two web balls to stick Bullseye's hands to his face, "now to fulfill a promise I made to you." He jumped up and fired a web line onto the ceiling, swinging down and kicking Bullseye in the face, "that's what you get for putting a hit me sign on your face."

His spider sense went off and he flipped just in time to dodge the bullets from Sable's rifle. "That's right," Spidey said, "there's two idiots who want me dead."

"Be quiet," Sable said as she fired her rifle, "I already want you dead, I need no more motivation to do so."

Spidey dodged her bullets and fired a web line onto the barrel of her rifle, flicking it out of her hands, and webbing it to the ceiling. "You know maybe you should give your guns to target practice," Spidey said, "he's certainly got better aim then you."

"I don't need a rifle to kill you," Sable said, pulling her hand guns from the clips on her legs.

Spidey fired a web ball onto the barrel of each gun to jam them, "but a gun in general really would help, wouldn't it?"

Sable didn't let the taunting phase her, instead throwing her handguns at Spidey. One missed, the other hit him in the face. She ran up to Spidey and grabbed him by the shoulders before he had a chance to recollect himself from the last blow, pulled his head down, and kneed him in the face. He was knocked back a bit, Sable took the opportunity to kick him in the chest, making him fall on his back.

"You have no fight training," Sable said, "it's pathetic that I can take you out with simple blows."

"How's this for simple blows," Spidey said as he flipped back onto his feet. He threw a punch at Sable, who caught his blow, twisted his arm behind his back, kicked the backs of his legs to force him onto his knees, and stomped down on his calves to keep him pinned.

"Pathetic," Sable said, "telegraphing your attacks in such a manner.

He fired a web line with his free arm onto one of the decorative vases in the room, pulled it towards himself, and moved his head so it nailed Sable in the face. She stumbled back a bit, allowing him to get the upper hand. He grabbed her arm and then turned her in against her, throwing her across the room. He fired a series of web balls to try to web her to the floor, but she moved and dodged all of them.

She picked up one of the other vases in the room and threw it at Spidey, hitting him in the head again. she ran up to him and spread his arms to their full length so that his web shooters were pointed at the wall and they were right in each other's faces.

"If you wanted to dance, you could've just asked," Spidey said, "just don't step on my toes."

She stomped down on his foot, "I will do with you as I wish." She jumped up and kicked him hard with both feet.

He rolled back onto his feet and fired two web lines, one over each of her shoulders, and pulled hard, sending himself flying at her feet first. She leaned back and dodged, kicking him in the back as he flew over her.

Spidey landed on the wall and turned to face his opponent, "you have a cool name and you're a competent mercenary? I really am not used to anyone like you."

"Be quiet," Sable said, "I am in no mood for your horrible humor."

"Well don't worry," Spidey said, "you won't have to listen to it once I knock you unconscious." He flipped back and fired a web line onto each of her legs, pulling hard to knock her to the floor. He fired a series of web balls onto her to keep her stuck to the floor. "Oops," Spidey said, "forgot to knock you unconscious... oh well."

Sable didn't try to struggle, instead accepting her defeat. "Well played Spider-Man," She said, "it's a shame that I'm not the least of your worries."

As soon as she finished her sentence, his spider sense went off. He turned to the wall to see Hammerhead burst through and ram him in the stomach. Spidey went flying back and slammed against the wall.

"Oh right," Spidey said, "the crime bosses."

"I wonder what the big man will give me for killing you," Hammerhead said as he cracked his knuckles.

"He'll probably give you a shiny gold medal," Spidey said, "shame you'll only get a participation trophy." He flipped onto his feet and punched Hammerhead in the face as hard as he could, making a gong sound ring through out the room. "MOTHER... FATHER," Spidey shouted, grabbing his hand in pain, "I've heard of thick headed morons, but you take the cake."

Hammerhead tapped his forehead with his knuckles, making a light clanking noise, "surgically altered skull, made from one of the toughest metals on earth."

"Ah, I get it," Spidey said, rolling his wrist out "you don't have much of a brain, so you made your skull a helmet to protect what you do have."

Spider sense blazed in his head. He tried to jump out of the way, but was grabbed by the ankle and slammed to the ground by Jigsaw.

"Stupid kid," Jigsaw said, "going after all the crime bosses in New York."

"I feel like the real idiot is the guy who managed to get scars all over his face," Spidey said, "what did you do? Hug a grizzly bear? Kiss a chainsaw? Or do you just think it looks cool?"

"SHUT UP," Jigsaw shouted, throwing Spidey across the room. Spidey landed on the wall, only for his spider sense to go off again. He moved to dodge an energy blast fired from Silvermane, who was wearing a silver weaponized suit of armor.

"Can I phone a friend," Spidey said, "these odds aren't exactly fair."

"He certainly has a humor," Silvermane said, "but I don't see how he's a threat."

"Then let me demonstrate," Spidey said. He fired a web line onto a vase and threw it at Silvermane, who blasted it out of the air. Spidey took the opportunity of Silvermane being distracted to jump at him and start a barrage of punches. As soon as he started his barrage, Silvermane activated an energy shield which sent Spidey flying back, as well as Hammerhead and Jigsaw.

"THE HELL ARE YOU DOING," Jigsaw shouted, "YOU COULD'VE KILLED US!"

"I want Spider-Man dead and out of the way," Silvermane said, "if there's a couple casualties along the way, who cares."

Spidey realized something, they weren't working together to kill him. It was three individuals all trying to kill him on their own, and he could use this.

"HEY BLOCKHEAD," Spidey shouted at Hammerhead. He then started doing a taunting dance.

"Damn bug," Hammerhead said as he got up. He charged at Spidey head first. Spidey planted his hand against Hammerhead's forehead and used it as a fulcrum to flip over Hammerhead and landed behind him.

"You missed," Spidey said, "but feel free to try again." Hammerhead did just that and charged at Spidey again, who once again flipped over him.

"Toro Toro," Spidey said as he landed. Hammerhead charged at him again and Spidey flipped over him again. "OLE," Spidey shouted as he flipped over Hammerhead.

"STAY STILL," Hammerhead shouted as he prepared to charge again.

"But then you'd hit me," Spidey said, "and I personally don't want that."

Hammerhead charged again, and once again Spidey flipped over him. However, this time Hammerhead went past Spidey and slammed into Silvermane. Silvermane went flying back, but not before his energy shield went off and sent Hammerhead flying back as well

"Perfect," Spidey said to himself.

"IDIOT," Silvermane shouted, "THE SPIDER, NOT ME!"

"HEY GRANDPA," Spidey shouted at Silvermane, "OVER HERE!"

Silvermane growled and fired a blast at Spidey. Spidey dodged the blast, letting it fly past him and into Jigsaw.

"YOU MORON," Jigsaw shouted.

"Hey Scarface," Spidey said, "bet you can't hit me."

"You bet wrong," Jigsaw said. He pulled out a handgun from his coat and fired it at Spidey, who danced around to dodge the bullets. As Spidey dodged, all the bullets that flew past him bounced off of Hammerhead's head.

"ARE YOU TRYING TO KILL ME," Hammerhead shouted, "IF I DIDN'T HAVE MY SKULL I'D BE DEAD!"

"LIKE I CARE," Jigsaw shouted, "I JUST WANT TO KILL THE SPIDER!"

"BY KILLING ME," Hammerhead shouted, "LIKE HELL!"

"YOU'RE ONE TO TALK," Silvermane added in, "YOU SLAMMED INTO ME LIKE A RAGING BUFFOON!"

"COMIG FROM THE OLD MAN THAT'S GOING AROUND BLASTING PEOPLE," Jigsaw shouted, "YOU COULD'VE KILLED ME!"

"An improvement if you ask me," Hammehead said.

Jigsaw turned to Hammerhead, "what did you say?"

"It'd be an improvement if you were dead," Hammer head said as he got in Jigsaw's face.

And with that, all hell broke loose. The three began fighting each other. Jigsaw shot Silvermane, Silvermane punched Hammerhead, Hammerhead slammed Jigsaw. They were so focused on fighting each other, none of them noticed as Spidey slipped out of the room.

 **o0o**

"You are insane," Gwen said as she patched up the spider suit.

"Hi I'm kettle," Peter said as he stitched up his cuts, "nice to meet you pot."

"I'm serious," Gwen said, "you shouldn't have gotten into a fight with those guys."

"In my defense," Peter said, "they did start it."

"Then run away," Gwen said, "those guys could've killed you. If Bullseye had used any other weapon, you'd be dead."

"Then it's a good thing that he used playing cards," Peter said, "otherwise we might have an actual problem."

"Peter this is serious," Gwen said, "none of those guys were lightweights. Any one of them could have killed you if they had put a little more effort forth."

"I'm no stranger to people trying to kill me," Peter said, "I've even fought people with powers and others with super suits. I wasn't taking on anything I haven't handled before. Besides we got some information on all the criminal activity in New York."

Gwen sighed, "you're right, but we didn't get anything on Tombstone."

"Not exactly," Peter said, "we have a name, Lonnie."

"Great," Gwen said, "I'll run that common first name through the web and then I'll give you the hundreds of results."

"Well let's add some factors," Peter said, "Lonnie is someone with a lot of money, has to since he's a crime boss, and Hammerhead is his right hand man."

"So we look for someone wealthy named Lonnie who works with Hammerhead," Gwen said, "that... may actually work."

"Then get searching," Peter said, "we have a thread, now let's pull until we're able to rip apart Tombstone's operation."

 **o0o**

Tombstone stared out his window. From what he was told, the meeting had gone wrong. Spider-Man had ruined everything. This was not good. If he knew about the meeting, what else did he know? How close was he to actually figuring out who Tombstone was?

"You wanted to see me sir," Hammerhead said as he walked into Tombstone's office.

Tombstone pushed the thoughts of Spider-Man out of his head. "Yes," Tombstone said, not turning to face Hammerhead, "I needed to talk about the meeting."

"I'm very sorry about what happened sir," Hammerhead said, "I did not expect the spider to show up..."

"No one did," Tombstone interrupted, "that meeting is especially private. Only a select few know about it, so how did the spider find out."

Hammerhead didn't have to think about it, "someone opened their mouth."

"Yes," Tombstone said, "and I want you to find out who, I would like to have a conversation with them."

"Yes sir," Hammerhead said, "but what about the spider?"

"Don't worry about him," Tombstone said, "at the rate things are going, he'll come to us. I'll deal with him when the time comes."

"And what about the plans," Hammerhead said, "the spider must know about all the organized crime in New York by now."

Tombstone let the room go silent as he thought. "Let him stop it," Tombstone said, "it will just bring him closer to me and keep him busy while I determine how to permanently squash him."

"Yes sir," Hammerhead said. With that, Hammerhead turned around and left the room. Tombstone continued to stare out the window. Spider-Man would come to him. He would walk up to Tombstone, and he would walk to his death. Tombstone let the thoughts of Spider-Man flood back into his brain, these ones were different however. These ones were all about personally killing Spider-Man.


	12. Graveyard

Chapter 12: Graveyard

Gwen was typing furiously. She and Peter had been on a constant search. Peter had been stopping all the heists and such discussed at the meeting, questioning all the criminals on any information on Tombstone. He had become impatient and even hostile with some of them. Meanwhile, Gwen had been using what little information she had to find anything on the internet relating to a rich man named Lonnie. It wasn't easy. Whoever Tombstone was, he didn't tend to use his first name for anything. He clearly covered his tracks well, but there had to be something she could hold over his head. She tried to find anything on Hammerhead, anything that could that could lead back to Tombstone, but he covered up his tracks just as well. There was almost nothing on either of them. She needed something, but nothing was coming up.

"How's it going," Spidey said, hanging from a web line behind her.

Gwen jumped in her seat, "you jerk. Stop doing that."

"Stop hiding behind my locker door," Spidey said as he jumped off his web line and landed on the floor.

"NEVER," Gwen shouted dramatically.

"Then I'm gonna keep dropping in like that," Peter said as he took off his mask, "so how's the search going."

"It's not," Gwen said, slamming her head onto her keyboard, "there's nothing we know that we can link to Tombstone or Hammerhead. They're basically ghosts."

"Well his name is Tombstone, so that explains the ghosts" Peter said, " but I'm sure there's at least a couple skeletons in his closet."

Gwen groaned, "do you ever stop with the lame jokes?"

"No," Peter said, "not while I'm still breathing."

"If you need to stop breathing to stop the stupid jokes, then I'm rooting for Tombstone," Gwen said, beginning to type anything she could think of that could help with her search.

Peter let out an exaggerated, dramatic gasp, placing his hand on his chest and leaning back, "how dare you."

"I dare," Gwen said, "now get your mask back on. According to our intel from the meeting, another heist is supposed to go down in about twenty minutes at a bank down in Manhattan,"

"I've been up for like three days straight," Peter said, "my blood is mostly Red Bull at this point and what isn't energy drinks, is pure adrenaline. I need sleep."

"Yeah but you also need to stop crime," Gwen said, "don't you always say with great power, comes great responsibility."

"Yeah," Peter said, "but without sleep, I'm starting to run out of power."

"Well you're not out yet," Gwen said, "so go take responsibility."

Peter shook his head and put his mask back on, "if Tombstone doesn't kill me, you will." He jumped up and stood in the window, "you're buying the next round of coffee."

"Consider it ordered," Gwen said, "now go fight crime."

Spidey jumped out the window, fired a web line, and began swinging to Manhattan.

 **o0o**

"We should've left two minutes ago," Flint said as he and his partner, Alex, walked out the back of the bank, each having a bag of cash slung over their shoulders, "you took to long to grab the cash out of the vault."

"I'm sorry that I didn't want any dye packs," Alex said, "next time you can grab the cash while I manage the crowd."

"How about I handle the cash," a third voice said. Suddenly, two web lines landed on each of their bags and pulled them out of their hands. They turned to see Spider-Man sitting on the wall, webbing their bags against the wall. "You guys can handle the cops," Spidey said.

"YOU AGAIN," Flint shouted.

"Again," Spidey said, confusion in his tone "wait wait, I remember you." Spidey knocked his head, trying to remember, "you guys robbed that jewelry store, right?"

"Yeha," Alex said, "until you stopped us."

"What can I say," Spidey said, "I'm the best at what I do."

"Well how 'bout you make what you do dying," Flint said as he pulled out a gun.

"Sorry," Spidey said, flipping off the wall and firing a web line to pull the gun out of Flint's hand and webbing it to the wall, "but dying is boring and I live for excitement."

"Just die," Alex said, pulling out his own gun.

Spidey fired a web ball on the barrel of the gun, jamming it. "I feel like you guys need better material," Spidey said, "I mean, I'm up all night trying to come up with material and all you guys ever say is just die or shut up and die. I feel underappreciated."

"Shut up," Flint said, throwing a punch at Spidey.

Spidey rolled with the blow and kicked Flint in the chest. "See that's what I mean," Spidey said as he webbed Flint to the floor, "no one ever comes up with any clever comebacks."

"Fine," Alex said, scratching his head "I'll come up with something... you... poor excuse for a bug."

"I'm an arachnid," Spidey said, "but I appreciate the effort." He kicked Alex in the chest, forcing him against the wall, and webbing him against it.

"You idiot," Flint said, "the big man isn't gonna be happy."

"Speaking of the big man," Spidey said, "maybe you could tell me a little more about him. I haven't had much luck with any of his other lackies, maybe you could change that." He punched his open hand, "I should warn you though, I'm not in a good mood."

"LIKE HELL," Flint yelled, "I WON'T TELL YOU ANYTHING!"

"YEAH," Alex yelled, "WE WON'T TELL YOU ANYTHING ABOUT MR. LINCOLN!"

Flint slowly looked at Alex, "you idiot."

"So Mr. Lincoln, huh," Spidey said, "I'm glad you're one of those idiots who gives out information accidentally. I really appreciate it." Sirens blared from around the corner. "Well I gotta go," Spidey said, "maybe if you're lucky, you'll be able to apologize to Mr. Lincoln personally real soon."

Spidey jumped into the air and started swinging down the streets. "You get that Gwen," Spidey said over his comms.

"Lincoln," Gwen said, Spidey could hear her rolling her fingers on her desk, "Lincoln. Lonnie Lincoln. L. Lin... NO WAY."

"What," Spidey said, "what did you find."

"No no no," Gwen said, her voice was distraught "It can't be, that would be ridiculous."

"What can't be," Spidey said.

"He can't be Tombstone," Gwen, "it's not possible."

"GWEN," Spidey yelled, "who is it?"

"L. Thompson Lincoln," Gwen said, " but it can't be him, it just can't be."

"Who is L. Thompson Lincoln," Spidey asked.

"Only one of the most charitable people in New York," Gwen said, "his generosity is only rivaled by Tony Stark and Martin Li."

"Well I know one of those names," Spidey said.

"I assume you mean Tony Stark," Gwen said, "and speaking of him, Lincoln owns shares in his company, as well as Hammer Industries, Oscorp, Rand Enterprises, and Cross Technologies."

"Big name," Spidey said, "how come I haven't heard of him."

"He may be charitable, but he's not a public face," Gwen said, "he normally is very private."

"Sounds familiar," Spidey said, "not to mention, charity is a good way to get out of taxes and his shares in Hammer would explain how he met Schultz."

"You can't seriously be suggesting that L. Thompson Lincoln is Tombstone," Gwen said, "one of the major crime bosses of New York is one of the most charitable men in the city."

"I'm not the one who suggested it," Spidey said, "you are."

"It's ridiculous," Gwen said, "it's not possible."

"Well," Spidey said, "if it's not possible, then you wouldn't mind me paying Mr. Lincoln a visit."

"Do you realize what you're suggesting," Gwen said.

"You still suggested it," Spidey said, "and yes, I fully realize it."

"You're crazy," Gwen said.

"You're rubbing off on me then," Spidey said, "now tell me where to go."

"I don't know," Gwen said, "like I said, he's not a public face. No one has ever met him."

"No one is invisible," Spidey said, "he has to have something that we can follow, some way to find him."

Gwen sighed, "I'll see what we can dig up. I'll get you the info tomorrow."

"Why tomorrow," Spidey said, "I'm way too hopped up on adrenaline to stop the search now."

"Yeah," Gwen said, "but lack of sleep is killing us. Let's get some rest, clear our thoughts, and meet up tomorrow."

Spidey dropped to a rooftop to think, "alright, we'll meet tomorrow. If I'm being honest, if it weren't for the caffeine and adrenaline, I'd pass out."

"Get some sleep," Gwen said, "I'll meet up with you tomorrow."

"Mm-hmm," Spidey hummed in response. He jumped off the roof and began swinging back home.

 **o0o**

Peter was like a walking corpse. He could barely get through his classes without falling asleep. If it wasn't for coffee and energy drinks, he'd likely pass out. He had been awake for so long, sleep had been like a foreign concept to him. Getting this close to the truth made it hard to focus on anything else. He was almost certain he could drop dead any moment.

He was changing out his books at his locker, forcing his eyes to stay open, when Gwen popped out behind his door like always.

"I found him," she said. Peter didn't react. "What's up," Gwen said, "are you too tired to get scared."

"Actually you do that hide behind the door thing so often, my spider sense has started to warn me about it," Peter said.

"Aw," Gwen said, "that's no fun."

"How are you so energetic," Peter said, "I feel like I could die any instant."

"I skipped the first couple of periods this morning to get some extra sleep," Gwen said.

"Why didn't I think of that," Peter said as he facepalmed, "I'm way too exhausted to be here right now."

"Well I'm glad you are here," Gwen said, "because I may have found L. Thompson Lincoln and we can put your crackpot theory to rest."

"How," Peter said.

"Well I managed to track some of Mr. Lincoln's donations," Gwen said, "most of them run through a series of bank accounts, too many to track down, but one is made directly from his bank account, to a small orphanage in Harlem. I was able to track some other payments from that bank account, specifically, one to a fancy Penthouse in Manhattan."

"Ok," Peter said, "I'm not gonna comment on how illegal that is, I mean I'm a vigilante, but how'd you do it?"

"Peter," Gwen said with a serious tone, "if it had gone through the internet, even if it's been deleted, you can find it on the dark web. It's a horrible depraved part of the internet, even worse than social media. Never go there."

"Duly noted," Peter said, "So you think that's where we'll find Lincoln?"

"Either that or someone who's very pissed of at Spider-Man for breaking into their house," Gwen said.

"That's great," Peter said, his energy and adrenaline returning, "give me directions and I'll get going." Peter turned to run out the door, Gwen grabbed him by his backpack to stop him.

"Hold it," Gwen said, "we still have classes, or did you forget?"

The bell rang to signal that she was right. Peter sighed, "normally I have to tell you that we have classes."

"Yeah," Gwen said, "but with you going crazy, one of us needs to be sane."

Peter let out a slight laugh, "I guess you're right. After school then?"

"After school," Gwen said. With that, the two split up and went to their classes.

 **o0o**

Spidey swung through the high rises of Manhattan. "I regret the cameras in your lenses," Gwen said as she watched the live feed, "just watching you web swing makes me a bit nauseous."

"Suck it up," Spidey said, "you put the cameras in my suit, you get to watch. Now tell me where to go."

"You're almost there," Gwen said, "just take this next right, it's the largest building on the street. Remember, you're just doing some snooping, don't fight unless you need to."

"Right," Spidey said, "but if I'm right, I'm likely going to need to."

Spidey swung around the corner and landed on a wall. He stared up at the building. Despite all the buildings on this street being huge, the building that Lincoln was supposedly in towered over all of them. "Penthouse suite right," Spidey said as he gawked at the giant building.

"Should be," Gwen said.

"Great," Spidey said, "this is going to be a long wall crawl." Spidey jumped onto the building and began climbing up it. His exhaustion made it especially hard, making him fatigue extremely quickly, but he was so close, he couldn't stop now. He pulled himself up the building, one hand in front of the other. It took him a while, but he finally made it to the top floor and climbed onto the balcony.

Spidey peeked in through the window, "looks like no ones home."

"I can see that," Gwen said, "well guess that means you have to come back, oh well."

"I'm not leaving until I'm certain whether Lincoln is or isn't Tombstone," Spidey said, "which means it's time to get snooping."

"Fine," Gwen said, "I'll find you an entrance." She typed into her computer, "you could try the vents, or maybe you could use try the windows, or..."

Spidey pulled on the doorknob, it was unlocked. "Gwen," He said, "there's no locks on the balcony door, no one expects someone to enter through them."

"Haven't you broken in through vents on a penthouse before," Gwen said.

"I'm too tired for that," Spidey said, "now to get snooping." Spidey slowly walked around the penthouse, looking for anything. It was extremely clean and well refurbished. There was expensive looking collectors items on tables and shelves all across the room. Spidey estimated that some of these items were worth more than all of the money he had ever made in his life combined.

"That place is huge," Gwen said, "I've seen ballrooms that are smaller."

"This is just the main room," Spidey said, "who knows how big the rest of this place is." He continued to look around, making sure that Gwen saw every inch of the room. "Is there anything that you can link to Tombstone," Spidey asked as he scanned a bookshelf.

"How do you expect me to link random junk to Tombstone," Gwen said.

"I don't know," Spidey said, "you found this place through Lincoln's bank statements, I figured you could track who purchased some of this so called junk."

"That's not how this works," Gwen said, "that's not how any of this works."

"Whatever," Spidey said, "it's still only one room, there's still way more to see." He continued his search, looking through books, bags, and anything he could find.

"There's nothing there," Gwen said, "just leave."

"Not yet," Spidey said, "not until I've found something worth while."

"Quit while you're behind," Gwen said, "there's absolutely nothing there."

"You keep saying that," Spidey said, "but for some reason I don't believe you. If he's as charitable as you say, then how is he able to afford a place like this. He gives away money like it's tic-tacs. No mere share holder can give away that much money and still be rich. Heck, he's not even a majority shareholder in any of those companies."

"So you've convinced yourself that he's Tombstone based on sheer assumption about his profits," Gwen said, "your brain might be shutting down from lack of sleep."

"Most likely," Spidey said, "but I still think I'm right."

"I still think you're crazy," Gwen said.

"Crazy people can be right," Spidey said, picking up some of the artifacts and examining them, "you really can't track any of this stuff?"

"Not without the name of the artifact," Gwen said, "otherwise it's just a golden piece of junk."

Spidey continued to look at the artifacts, "don't suppose you took art history, 'cause I don't recognize any of this stuff."

"I actually did," Gwen said, "I had an extra elective my freshman year, so I took it for fun."

"I think we have different concepts of fun," Spidey said, "so do you recognize any of this stuff?"

Gwen sighed, "he's not gonna keep some fancy stolen art hanging in his..." She cut herself off and went silent for a second," go... go back to that last painting please."

Spidey was confused, but obliged and turned his head back towards a painting on the wall. It was a painting of a man at a piano with two women on either side, some paintings on the wall, and what looked like a table with a carpet over it and a string bass under it. "This one," Spidey asked.

"No way," Gwen said, "that's The Concert by Johannes Vermeer."

"Thanks for the art history lesson," Spidey said, "so can I go back to looking for something incriminating?"

"Peter," Gwen said, "that is incriminating."

"What do you mean," Spidey asked.

"That painting was part of one of the biggest art heists ever," Gwen said, "back in 1990, a bunch of paintings were stolen in Boston, worth over $500,000,000 worth of paintings was stolen. That was the most valuable painting stolen."

Spidey thought, "one painting doesn't prove much."

"It does if you take in the rumors that go with that heist," Gwen said, "people say that some out of state crime boss helped with the heist to avoid suspicion, and guess who suspect numero uno was."

"Tombstone," Spidey said.

"Exactly," Gwen said, "but no one believed the rumors because it seemed ridiculous that Tombstone would got to another state to steal some art."

"Now it seems like we have a strong idea of who Tombstone is," Spidey said.

"Took you long enough," a low voice came from behind him.

Before Spidey could see who it was, his spider sense blared up. He flipped up just in time to dodge a blue blur below him. He landed and turned to face a man with a block fore head in a blue pinstripe suit. "Hammerhead," he said.

"Good to see you again spider," Hammerhead said as he readjusted himself from his charge, "I'm glad I get another chance to kill you."

"So it's true," Spidey said, "L. Thompson Lincoln is Tombstone?"

"Yeah," Hammerhead said, "too bad you're the only person who's ever going to know." He prepped up and charged at Spidey again.

Spidey flipped over him, but got grabbed by the leg and slammed onto the ground. Hammerhead prepped to slam his head down, so Spidey fired two web lines between Hammerhead's legs and pulled hard to dodge the smash. Hammerhead spun around and brought his head down on Spidey's chest, Spidey coughed up some blood into his mask. Spidey grabbed hammerhead by the shoulders and threw him against the wall.

Spidey flipped back onto his feet, "ok Hammerhead, I'm about to put a dent in your glorified hard hat."

"And I'll break every bone you have," Hammerhead said as he got up. Hammerhead charged again. Spidey shot two web lines against the wall behind him and then flipped over Hammerhead's charge attaching the web lines to his opponents back as he did so. Hammerhead spun around to try and charge again, but was stopped by the web lines on his back.

Spidey took the opportunity to strike. He jumped onto the adjacent wall and jumped off it, punching Hammerhead as hard as he could when he came down. Hammerhead fell to the floor, Spidey gripped his hand and held it in pain.

Hammerhead picked himself up and ripped off his suit jacket in order to get the web lines off. "Little bastard," he said, "that actually hurt."

"Believe me," Spidey said, "that hurt me a lot more than it hurt you."

"You can't beat him with just brute force," Gwen said, Spidey had forgotten she could watch his fight, "you need a strategy."

"I got a strategy," Spidey whispered into the comms so Hammerhead couldn't hear, "hit him until he's unconscious."

"That's a bad strategy," Gwen said, "you need to find an area of his skull that isn't covered in metal."

"How do you know there is one," Spidey whispered.

"He can't have completely replaced his skull," Gwen said, "it's physically impossible, so that means it's plated in certain areas. Find an area that isn't plated..."

"And I can beat him down freely," Spidey said, "but how do I find it?"

"That's up to you," Gwen said, "good luck."

"Wait," Spidey said, "don't just ditch me with him." Gwen didn't respond. "I'm gonna kill her," Spidey mumbled, "I really am."

Hammerhead charged at him again. Spidey jumped onto the ceiling to get away from Hammerhead. He closed his eyes to focus on his spider sense. He wanted to try and find something that he could use against Hammerhead. He focused specifically on Hammerhead's skull. He could sense it, he could sense the plating in Hammerhead's skull. More importantly, he could sense the holes in the plating. The holes were small, but if Spidey focused, he could hit them.

He jumped off the ceiling and landed on the floor in front of Hammerhead. "Hey Lego Brain," he said, taunting Hammerhead, "come and get me." He danced around, to really taunt Hammerhead.

Hammerhead charged forward, Spidey leaped in the air. He locked his hands together and brought them down hard on the back of Hammerhead's head. Hammerhead fell to the floor hard.

Spidey landed on his feet. He looked at his hands. While he did hit Hammerhead's weak point, he also hit some of the plating. His hands shook from intense pain. He clenched his fists down and tried to ignore it, but it wasn't easy.

He heard Hammerhead groan behind him. He was on his hands and knees trying to push himself back up to his feet. Spidey walked over and planted his foot down on Hammerhead's back to push him back on to the floor. "Ok," Spidey said, "now that you've thoroughly gotten you're ass kicked, where in this big house is Tombstone?"

 **o0o**

The office was quiet. Despite the three men in the room, two at the walls and one behind the desk, staring out the window, No one was speaking. It was as silent as a graveyard. Silent, until someone burst into the room.

The door to the office flung open and Hammerhead flew through, covered in some form of what looked like webbing, with a man in a red and blue suit standing in the doorway.

"Excuse me," Spidey said, "I'd like a meeting with Mr. Lincoln."

The two men that were against the wall pulled out guns and pointed them at Spidey. He jumped in the air and fired a web line onto each of their guns to pull them out of their hands and webbed them to the ceiling. The first man charged forward and tried to punch Spidey, who ducked underneath the attack and kicked the guy in the chest, webbing him against the wall.

The second man attacked. Spidey flipped back, kicked him in the jaw, and webbed him to the floor.

Spidey proceeded to jump on to the desk and sat on his heels. "So," Spidey said, "guess you aren't a fan of walk ins."

The man at the desk sighed, "if you want something done right..." he stood up to his full height, "you have to do it yourself." Despite being on the desk, Spidey still had to look up at him. He had pale white skin with bright red eyes. He barred his teeth, which were pointed like fangs, and rolled out his fingers, which had nails like claws. He looked almost vampiric. Spidey knew this was him, this was Tombstone.

Spidey hopped off the desk and sized up to Tombstone, who still towered over him. Spidey looked up at Tombstone, Tombstone looked down at Spidey.

"So you're the one who's been giving me trouble," Tombstone said.

"It's what I do best," Spidey said, "that and put guys like you behind bars."

"Men like me don't go behind bars," Tombstone said, "we're too powerful to be held by the prison system."

"I can guarantee," Spidey said, "that with all the evidence I have on you, you don't have enough power to escape justice this time."

"Uh... Peter," Gwen said, "what evidence are you talking about?"

Spidey froze for a second. He looked at Tombstone for a second, "can you excuse me for a second?" He flipped back and landed on the other side of the room. "The stolen painting and a confession from Hammerhead," Spidey whispered into his comms, "all the stuff you've been recording."

"Okay," Gwen said, "don't get mad... I wasn't recording that stuff."

"WHAT," Spidey shouted, "you've gotta be kidding me. You are kidding, right?"

"I am not," Gwen said.

"Why would you not record that," Spidey said, "why would you not record any of this? You should record everything."

"My hard drive was full," Gwen said, "and I didn't bother to delete anything because, to be honest, I didn't think you would find anything."

"Gwen," Spidey sighed out, "I... I don't even have an insult, I'm just pissed."

"So from what I hear," Tombstone said, Spidey turned around to see him standing right behind him, "you have nothing." Tombstone walked back over towards his desk, "if anyone were to hear about this, it would seem like Spider-Man broke into the home of one of New York's best and assaulted his men. You may not have been recording..." he pointed to a small camera in the top right corner of the office.

"Well," Spidey said, "if that's what you're going to say to the police, then I might as well assault you while I'm at it." Spidey threw a punch at Tombstone, who caught it without effort. He twisted Spidey's wrist and forced him onto his knees.

"Pathetic," Tombstone said. He used his free hand to punch Spidey, sending him flying across the room.

Spidey fired a web line onto the pool table behind Tombstone and pulled it towards his opponent. Tombstone spun around and backhanded the table, making it break in half. Spidey flipped onto his feet, Tombstone punched him again. Spidey fell back onto the floor, landing on his back. Tombstone stomped down on his leg, making him scream in pain. He lifted Spidey onto his feet and began beating him relentlessly. Spidey blocked one of his punches, but had to use both his hands to stop his fist. Tombstone used his free hand to grab Spidey's hoodie, lift him up, and slam him against the wall. He threw Spidey onto the floor, then grabbed him by the throat and lifted him up.

Spidey clawed at Tombstone's hand, trying to break free, but his hands were still to hurt from his attack on Hammerhead. He had no leverage to kick Tombstone and could only flail his legs. He couldn't break free, he couldn't escape. This was it, this was how he died.

Luckily, Tombstone thought different. He threw Spidey the wall behind him. Spidey fell onto his hands and knees, wheezing as he tried to regain oxygen. "You are weak," Tombstone said, "damaged. I could kill you easily if I want to."

"Then why didn't you," Spidey wheezed out.

Tombstone walked over and began opening a bottle of what looked like whiskey, pouring it into a small glass. "I did not have Mr. O'Hirn give you that information just so I could kill you," Tombstone said, "well, at first I did, but now I want to talk. To be honest, I did not expect you to figure it out just by my last name."

"You wanted that idiot to tell me where to find you," Spidey said, "but why?"

"The world is changing," Tombstone said, "men of iron in the skies, green monsters leveling cities, the devil prowls the streets, and a super soldier revived from the ice."

"Don't forget the spider who swings though New York," Spidey said.

"Exactly," Tombstone said, taking a sip of whiskey, "heroes like you ae becoming a dime a dozen, and call it childish, but I want one."

"What the hell are you talking about," Spidey said.

"I'm talking about a proposal," Tombstone said, "after you got Dr. Schultz and Montana captured, I lost my... let's call them super humans, and my mercenaries were taken out by you, I actually liked Ox."

"I didn't kill him," Spidey said, "I thought you did."

Tombstone hummed in thought, "Castle."

"Castle," Spidey repeated in confusion.

"Never mind that," Tombsone said, "all that matters is the rise of these super humans."

"And you want a new one," Spidey said, "a super human at you beckon call."

"I don't need one," Tombstone said, "I just need you to get out of my way. Of course, you will be compensated."

"And I'm lost again," Spidey said.

"If you leave my men alone," Tombstone said, "I can guarantee you will face the full wrath I can bestow."

"You expect me to turn a blind eye," Spidey said.

"I expect you to make a choice," Tombstone said, "join me or go against me." Spidey was about to make the rudest remark that he could come up with, but Tombstone held up his hand to silence him. "I don't expect an answer now," he said, "I'll give you one week. At about this time tomorrow, a heist will be going on, based on the information from the meeting you should already know about it, one that will be giving a payout of over $10,000,000. If you ignore it, I'll be giving you a nice piece of that payout."

"Screw you," Spidey said.

"You say that now," Tombstone said, "but think it over. You may change you mind in one weeks time." Tombstone finished off his whiskey, "now get the hell out of my house before I call the cops."

Spidey lifted up his mask just enough to reveal his mouth and spat some blood onto the floor. He limped over and opened the large window. "All I'm gonna think about is how you're gonna look in an orange jump suit," Spidey said, "I look forward to when we next meet."

"So do I," Tombstone said.

Spidey jumped out the window and began swinging away, Tombstone watching as he went down the street.

 **o0o**

"You should take self defense classes," Gwen said as she looked over Peter's bruises. His hands, neck, leg, and back were all in bad condition and bruised immensly

"I don't have money for self defense classes," Peter said, wincing as Gwen poked at one of his bruises.

"Well I can teach you a thing or two," Gwen said, "I happen to have picked some things up from my dad over the years."

"I'll be fine," Peter said, "he only had the upper hand because I was fatigued, bruised, and haven't slept in days."

"He also was inhumanly strong," Gwen said, "he broke a thick pool table with one hand. he's a threat himself."

"Believe me," Peter said, "he won't get the drop on me like that again."

"Let's hope," Gwen said, "for now, we have a heist to stop."

"One week," Peter said, "and we'll stop it."

"Gives you time to heal up," Gwen said, poking at another bruise.

Peter pulled away from her poking, "yeah. To be fair, I could use a break from people trying to kill me. New York can go one week without Spider-Man."

"Whatever you say," Gwen said, "to be honest even I'm surprised you can move at all, you are literally covered in injuries, I think your hands may actually be suffering from some serious damage."

"I'll be fine," Peter said, rubbing his hands, "I just need some rest. In one weeks time, I'll give Tombstone my answer."

"Well like you said," Gwen said, "you need rest, I'd recommend walking home, web swinging may just make your injuries worse."

"Alright doctor Gwen," Peter said, "to be honest, I don't think I can hold a web line right now." Peter limped his way to the door, "if any teachers ask where I am for the next couple of days, just tell them I got food poisoning, or the flu, or..."

"Got hit by a car," Gwen said, "to be honest that one seems the most believable with the condition you're in."

"Tell them what you want," Peter said, "just make sure they believe it. Now I'm gonna go home, cough up some blood, and get some sleep." He walked out of the warehouse and began making his way home.


	13. The Tough Choices

Chapter 13: The Tough Choices

"Aunt May, I'm home," Peter said as he walked into his house. No answer, good. He desperately didn't want to explain his injuries to Aunt May. He made his way up to his room and began changing. He threw his spider suit into his closet and sat down on his bed, wearing only a pair of pajama pants. He could barely keep his eyes open, lack of sleep was finally starting to get to him. He had been so focused on finding Tombstone, he completely ignored his own state of being. Now he was injured extremely badly. He was certain that his ribs were cracked, those that weren't were broken, he had bruise, but he also had a couple of welts. Gwen had patched him up the best she could, but he was still in horrible shape.

He needed to sleep, but he couldn't stop thinking about what happened. And worse, he couldn't stop thinking about Tombstone's offer. He was just going to reject it, that was his best option. No, it was his only option. He couldn't let something like this tempt him, he needed to stop Tombstone. Although stopping Tombstone could be put on hold, right now he needed to rest, to recover.

He laid down on his bed and closed his eyes, falling asleep instantly.

 **o0o**

Peter woke up in what seemed like late afternoon. He had no idea how long he'd been asleep for, not bothering to check the time before he fell asleep. He still didn't bother to check the time, he just didn't really care about what time it was. He walked over to his closet, he had forgotten to close his the door to it and lazily threw his spider suit in there. If Aunt May had come in, she probably would have seen it. He took the fake wall off of the back of his closet and threw the suit in there, replacing the wall once he was done.

He went to close his door, but stopped when he looked in the mirror. He looked at his reflection, specifically all the areas where Tombstone and Hammerhead had hit him. Most of his bruises had already started to fade, his welts had started to scab. He couldn't have slept for long enough that his wounds were healing already. Could he?

No, Peter thought to himself, that's ridiculous. He decided to push the thought aside, it was probably just more weird spider stuff. He closed the closet door and walked out of his room. He needed something to drink, his throat was extremely dry. He walked downstairs to see Aunt May sitting at the table, reading some paper. "Hey Aunt May," Peter said groggily.

Aunt May jumped slightly and slipped the paper underneath the centerpiece of the table. "Peter," she said, "I didn't realize you were home."

"I got home a while ago," Peter said, "I've been taking a nap, needed one pretty badly. Had some trouble sleeping."

"Okay then," Aunt May said, "well in that case, I had better start dinner." She got up and walked into the kitchen. Peter took the opportunity to look at what she had pushed underneath the centerpiece. He read the paper intently, it was a overdue bill payment. Despite the fact that he had been helping her pay them, she still saw fit to hide these payments. Even worse was that he couldn't help pay this time, he hadn't sold any Spidey photos to the Bugle and was in no condition to go swinging.

Not to mention, even if he did, Jameson was likely just going to cheap out on him again. He was angry with Jameson, but he was especially angry with himself. He had been so focused on Tombstone that he had forgotten about his normal life, now it was coming back to haunt him. He was needed cash, but he had no idea how to get it.

"If you ignore it, I'll be giving you a nice piece of that payout," Tombstone's words rang in his ears. Peter shook his head. He couldn't let a little bit of money problems make him question his morals. He had to keep himself together. He'd work through this. It might take time, but he could push through this. He'd just need a break, some time to clear his thoughts. He was happy that Gwen was covering for him at school for the next couple of days, gave him a chance to get his mind off of Tombstone.

He slipped the paper back into it's hiding place, pretending as if he had never seen it. He walked into the living room while Aunt May cooked dinner. He sat down and turned on the TV. It was already on the news, he tended to leave it there because he normally watched it to get live feed on what was going on in New York.

"Breaking news as a hostage situation breaks out at a small bank in Queens," the reporter said, "the criminals have been identified as Flint Marko and Alex O'Hirn, who were reported to have been involved in another robbery two days ago." Two days ago, Peter thought to himself, I slept for a whole day! "The two have made no demands yet," The reporters continued, "they have however stated any motions made by the police would be met with violence." He couldn't believe that Marko and O'Hirn escaped after he beat them. Now they had hostages, and the police couldn't go in. Luckily, Spider-Man could.

"Aunt May," Peter yelled to the kitchen, "I need to run out for a bit."

"Just be back before dinner," Aunt May yelled back. Peter ran up to his room, grabbed his spider suit, and ran out of the house.

 **o0o**

Flint looked out the window, staring at all the police cars outside. "You had to go with the brute force way," Flint said, "we couldn't have done some sort of plan or at least waited until night."

"Big man told us to make some noise," Alex said, "wanted us to get attention."

"Why would he tell you that," Flint said, "why would he talk to you at all? I'm the brains of the two of us."

Suddenly, two web lines landed on their guns and pulled them out of their hands. "I doubt either of you is the brains," Spidey said as he webbed the guns to the ceiling, "if you were, you'd know not to rob a bank while I'm on duty."

"SPIDER-MAN," Flint shouted.

"Really," Spidey said, "where? I always get so giddy around celebrities." Spidey jumped off the ceiling and landed on the floor between Flint and Alex. Flint punched at Spidey, who caught the attack and flipped Flint onto the floor. "You know, I didn't realize your name was Flint," he said, webbing Flint to the floor, "I always saw you as more of a Sam, or an Eric, or a Moron."

"Glad you showed up spider," Alex said, "the big man wanted to give you a message."

This caught Spidey's attention, "I don't care about a stupid message."

"Well you're gonna listen," Alex said, "he simply wanted me to say $800,000."

"What," Flint said, "what the hell are you talking about."

"I know what he means," Spidey said with a very serious tone in his voice, "and my answer still hasn't changed. He can go shove that cash where the sun don't shine."

"He thought you might say something like that," Alex said, "you still have 5 days, think long and hard Spider-Man."

"I don't need to think when I've made up my mind," Spidey said, "I don't care how much money he offers, my answer won't change."

"Think long and hard," Alex said, "you don't want to make the wrong decision."

I'm done with this," Spidey said. He punched Alex hard, knocking him unconscious. "Police can handle it from here," Spidey said, "I'm done with you two." He jumped out the front door of the bank and jumped into the air, swinging away from the bank, jokingly waving to the cops as he did so.

 **o0o**

Peter showed up to school the next day, well rested with all his bruises and welts healed up like nothing had happened to him. He wasn't tired anymore, luckily. He felt like he could finally get back to his regular daily activities.

He began changing his books towards the end of lunch lunch, switching everything in his locker. "I know you're there Gwen," He said as he put his camera in his backpack, "spider sense, remember?"

"You suck you know that," Gwen said as she popped out from behind the door, "and what are you doing here? I thought you were going to miss the next couple of days."

"I got better," Peter said, "you'd be surprised what a good nights sleep can do, and if you add sleeping all day to it, I'm basically good as gold."

"What about your injuries," Gwen asked, a small bit of concern in her voice.

"What injuries," Peter said. He pointed his neck, showing that the bruise that was there had completely disappeared.

"How," Gwen said, getting close and examining his neck, "how did you heal so fast? It takes weeks for a bruise like that to heal."

"I guess I heal fast," Peter said, "I tried to research more on the subject, but best I could find was that spiders can regenerate legs when they molt their skin."

"Weird, I can do more research on that later," Gwen said, "I can probably slip to the library and check the computers later to see what I can find on that."

At first Peter nodded, but stopped when he thought about it more for a second. "Wait," Peter said, "what about your phone? Or what about you laptop? Why do you need the library computers?"

Gwen hesitated a bit before answering, "it's... it's nothing."

"I can easily tell that you're lying," Peter said, "you help with my problems all the time, mostly the ones that involve people trying to kill me, I can help you with one of yours."

"It's just," Gwen said, "just a little bit of money problems. Had to make some cut backs at my house. No biggie."

"What happened," Peter said.

"Nothing," Gwen said, "my dad just... got in trouble at work because of... nothing, it's nothing."

"It's not nothing," Peter said, "what aren't you telling me?"

"It's nothing," Gwen said, "I swear."

"If you don't tell me," Peter said, "I'll figure it out myself."

Gwen sighed, "fine. My dad got chewed out by the police chief recently and ended up getting a big pay cut."

"I didn't realize your dad was a cop," Peter said.

"Yeah well I don't like talking about it," Gwen said, "anyway that's it."

"Well why'd he get chewed out," Peter said, "if it's some crime thing, then maybe I can help."

"You can't help with this," Gwen said, looking at the floor, "trust me."

"Why not," Peter said, "is it another crime boss, I can probably help with..."

"It's you," Gwen interrupted, "he got chewed out because Spider-Man managed to swing right above the heads of a squadron of police he was leading yesterday at a bank."

Peter forgot, he taunted the police yesterday after he stopped Flint and Alex. Police could not have forgotten about that easily. "I... I'm sorry," Peter said, "I was just stopping a robbery, I didn't think of the consequences."

"You were just doing your job," Gwen said, "and if I had been on comms, I would've told you to stop it all the same, even if I had known what was gonna happen."

"Listen," Peter said, "if there's anyway I can make this..."

"Don't worry about it," Gwen said, "Jameson doesn't pay you enough to support you and me. I'll be fine, just got to work though it."

"Yeah," Peter said, "I guess you're right." Great, Peter thought to himself, another person who I indirectly screwed over because of my adventures in red and blue. He couldn't help but feel it was all his fault. He just had to go and show off. The only thing worse than paying for his mistakes, someone else paying for it.

"If you ignore it, I'll be giving you a nice piece of that payout," Tombstone's words rang in his ears again. Why could he not shake those words? It seemed like they were stuck in his head. Why did all this have to happen now. Fate is cruel, Peter thought to himself, that's why it's happening.

He tried to shake the words off, tried to forget them all together, but he just couldn't. The words stuck like glue, and he just couldn't rip them out of his mind.

"You okay," Gwen said, "you look like you just heard the world was ending."

Peter shook his head to clear his thoughts, "yeah, I'm fine. Just had some bad thoughts in my head."

"Were you thinking about Tombstone," Gwen said.

"Yeah," Peter said, "I can't stop thinking about him. I can't stop thinking about what he said for some reason."

"I can understand that," Gwen said, "a lot of money like that isn't an easy thing to forget, especially not for some middle class kid from Queens."

"Yeah," Peter said. He looked at the ground in silence for a minute before speaking again, "what would you do?"

"Huh," Gwen said in confusion.

"What would you do in my position," Peter asked.

Gwen hummed in thought for a moment, "well, while I'd probably struggle making the choice like you are, I'd still turn it down."

"Alright then," Peter said, "that's what I'll do. No hesitation."

"Why did you need to ask me," Gwen said.

"Because I've been struggling with the choice," Peter said, "money has come up more than once this week, it's made it harder. I needed someone to set me straight."

"Peter," Gwen said, "you know better than me you can't do that."

"I know," Peter said, "but sometimes what seems like the obvious choices, turn out to be the hardest."

Gwen let out a long sigh, "I know what you mean."

The bell rang through the halls. "I guess lunch is over," Peter said, "catch up after school?"

"Yeah," Gwen said, "see you later."

The two waved goodbye and walked their separate ways to their classes.

 **o0o**

"Four robberies and a car theft all stopped in less than an hour," Gwen said over the comms, "you going for a new record or something."

"No," Spidey said as he swung through town, "just trying to remind myself that I'm the good guy."

"If you stop thinking about it then maybe you can catch a break," Gwen said.

"I can't stop thinking about it," Spidey said, "no matter what I think about, it just comes back. I'm worried those words are going to get to me at the wrong time, that I'll end up making the wrong choice"

"Then go beat up more guys," Gwen said, "that should make you think of something else."

"Let's hope," Spidey said, "now give me something interesting."

"Let's see," Gwen said, "how about some guy with unnatural strength shouting that he's the Kangaroo."

"Sounds stupid," Spidey said.

"Well he punched a hole in a cop car so you should at least check it out," Gwen said.

"Where do I go," Spidey said.

"Already on the right path," Gwen said, "down the street four blocks, make a right and he's 3 blocks down."

"On it," Spidey said. He swung towards the location Gwen gave him. He came to see a single police car on location with the officers hiding behind it from a large man in a yellow shirt with the sleeves ripped off and the top buttons of the chest left undone wearing brown pants and hand wraps.

Spidey swung over and landed on the wall behind him. "The Kangaroo, I'm assuming," Spidey said.

The man turned around to face Spidey. "Yeah," He said, an Australian accent in his voice, "and who the hell are you.'

"Me," Spidey said, standing at a 90 degree angle on the wall and gesturing to himself with both hands, "why I'm your friendly neighborhood Spider-Man. Seriously man, don't you watch the news?"

"I'm new in town," Kangaroo said.

"Well here's a tip from a local New Yorker to a tourist," Spidey said, "when you're in town, you really shouldn't go around stealing stuff."

"Shut up," Kangaroo said. He sprung up into the air up to where Spidey was on the wall, Spidey jumped off the wall into a flip while Kangaroo kicked an indent into the wall."

"Oh great," Spidey said as he landed on the ground, "another super freak." Kangaroo landed on the floor in front of Spidey and began punching at him, Spidey nonchalantly dodging in response. "I remember when I fought normal robbers," Spidey continued as he dodged, "now everyone has a gimmick. Everyone has to have some name like Shocker, or Electro, or Bullseye with something to their name like vibro-shock gauntlets, or electric skin, or never missing a shot. It's stupid."

"SHUT UP," Kangaroo shouted. He jumped up and kicked Spidey with both his feet, sending him flying back into a light pole, which fell back through a store window.

"You know," Spidey said as he pushed himself up, "I want to be mad about you hitting me, but you're really just proving my point."

Kangaroo ran to wear Spidey was on the floor and punched at it, but Spidey rolled out of the way just in time. Kangaroo hit hard and dug his fist into the concrete. Spidey planted his hands on the floor and spun around on his palms, spinning his legs around in a form of a tornado kick. Kangaroo was sent flying across the street, knocked unconscious.

"Too bad your gimmick wasn't good enough," Spidey said as he stood up and dusted off his hoodie with his hands.

"YOU," someone shouted from the store the light pole fell into. Spidey looked to see an old man in a cooking apron running at Spidey. He stopped right in front of Spidey's face, Spidey leaning back to back away from the man slightly. "You wrecked my shop," The man said angrily, pointing an accusing finger at Spidey, "what are you gonna do about this damage."

"Well," Spidey said, "uh... I don't know."

"Who's gonna pay for this damage," the man said.

"Uh... insurance," Spidey said nervously.

"My insurance doesn't cover acts of heroes," the man said, "you need to pay for this."

"I... I can't," Spidey said, "I mean, look at my suit. I can barely afford good equipment. My web-shooters were made from stuff I found at the junkyard."

"Well someone has to pay for this," the man said, "and it's certainly not going to be me."

Spidey could hear sirens, more police cars arriving on scene. "Listen man," Spidey said, "I can't help. I'm sorry." Spidey leaped into the air and began swinging away, the man shouting at him as he did so.

 **o0o**

"You know Kangaroo actually got my mind off of Tombstone's offer," Peter said, pacing around the warehouse with his hands behind his head, "I felt like I finally could go through with stopping that stupid heist with no problems, and then that guy showed up talking about money."

"Peter," Gwen said, "you can't let everyone's money problems get in your head."

"I shouldn't," Peter said, "but they easily are getting in my head."

"Maybe I should just keep talking," Gwen said, "then you won't be able to hear anyone else."

"That would drive me insane," Peter said, "just being near you drives me insane. It's like your insanity's contagious."

"At least I don't hang around villains," Gwen said, "they're already crazy, add my insanity to it and they would go all Hannibal Lector."

Peter let out a laugh, "to be fair, Vulture is supposed to be a bird of prey. I can so imagine that psycho picking a person apart."

Gwen joined the laughter, "see, now you got your mind off it right?"

"Yeah," Peter said, "who would've thought your craziness could help with my problems."

"My crazy ideas always help," Gwen said, "what about the tracker to lure in the Shockers?"

"My idea," Peter said.

"What about the EMP," Gwen said.

"Also my idea," Peter said, "it was also my idea to use it to fry Electro, even though that didn't work."

"What about hitting between the playing on Hammerhead's skull," Gwen said, "that was definently my idea."

"It was," Peter said, "I'll give you that one."

"I'll take it," Gwen said, grabbing her bag, "now I gotta go, I have... a... thing to work on."

"A thing," Peter said, "what are you hiding from me now?"

"No no no," Gwen said, wagging her finger side to side, "it's a surprise."

"A surprise like your modifications to my suit," Peter said.

"Even better," Gwen said, "I'll see you later."

"Later," Peter said. Gwen walked out the door to the warehouse. Peter thought about what Gwen could be doing. He decided to ignore it, better to leave the surprise a surprise. She certainly liked helping him, despite him only making fun of how she's a psycho. He should do something for her. He couldn't do anything that expensive, just more temptation for him to take that money. He decided to do something simpler, and then his eyes set on the one thing she left in the warehouse.

It was her Spider-Girl suit, she left it on the mannequin that was in the warehouse. "If you're not going to use it," Peter remembered her saying when they were talking about the mannequin, "then I will." She kept her suit there in case she ever needed it. Peter knew that she loved that suit as much as she loved his suit, seeing as she put so much effort into it, but she never modified it like she did with his.

"Well if she's not gonna do anything with it," Peter said to himself. He then took the suit of and began to mess with it.

 **o0o**

Gwen showed up to school the next day like any other. If she hadn't marked it on her calendar, she might've forgotten that today was the day of Tombstone's big heist. It seemed like the week flew by. Then again, she hadn't been the one struggling with the hard choices Tombstobe had given. She couldn't even imagine how hard it must've been on Peter, especially considering everyone brought up money. It must be hell, Gwen thought to herself. She could only imagine that with his luck lately, someone else brought up money. He's probably going to come in with a grim look on his face today.

"SURPRISE," Someone screamed from behind her. She jumped up slightly, letting out a yelp. She turned around to see Peter with a goofy smile on his face.

She punched him in the arm, "Jerk, what was that for? In case you forgot, I don't have spider sense."

"I just wanted to surprise you," Peter said, "so I decided to do something nice."

Gwen didn't know what he meant at first, but then noticed that his arms were outstretched with a box in his hands. "What is this," Gwen said as she took the box.

"As you would put it," Peter said, "a surprise."

Gwen opened the box, her jaw dropped at what was inside. It was her spider suit, but he had made it look almost professional. The mask had new reflective white lenses with pink rims and a design to them so that while one side was round, the other side kinda curled up into a point. He lined the inside off the hood she wore with a dark red fabric with blue webbing on it. She shifted the costume around so that she could see more of it. The legs were black and the boots were light blue. The leggings went up to the chest of the hoodie, the hoodie and leggings being sewn into one piece with a belt connecting them at the waist and a zipper on the back, ended in two points leading into a white portion that went over the rest of her chest and arms. The arms were white with a dark red with blue webbing design looping around the arms and ending on the thumbs of the gloves. The suit even had its own silver web-shooters on the wrists.

"Peter," Gwen said in awe, "this is amazing. It look like a professional super hero suit."

"Well," Peter said, "I figured one of our suits should look professional."

"I don't know what to say," Gwen said.

"You can start with thank you," Peter said with a smile.

She tried to say thank you, but was in to much awe to say anything. She instead wrapped her arms around him in a hug.

"I guess that works too," Peter said.

She continued to look at the suit. "Can I use this eye design," she finally said, "I'm working on my own thing and I think this would be great for it."

"Go ahead," Peter said, "it is yours."

"I can't believe you're just giving this to me," Gwen said.

"Well it's mostly made of spare fabrics I found throughout my house and sewed together," Peter said, "but I did have to make those eye pieces myself."

"Why did you make this," Gwen said.

"Well you're the one who always upgrades my suit," Peter said, "figured I should upgrade yours. Besides, you always help me so I figure I should say thank you."

"By making me a super suit," Gwen said, "I didn't even know you could sew. You made it nicer than yours. I don't think I can accept this."

"One, I picked up Aunt May's sewing books to learn," Peter said, "it was easy compared to making web-shooters. Two, mine isn't that nice because it's just a disguise I don't care about how I look, that's just you. And three, you can take it."

Gwen was so giddy, she just hugged him again. "I'm so happy Harry isn't here," Peter said, "he'd take this the wrong way. Anyway, I also gave you web-shooters,I fuigured you should have something against super villains, but I only expected you to use them in an emergency."

"I can't promise that," Gwen said, as she let go "now excuse me." She closed the box and began walking away.

"Where are you going," Peter said, tilting his head in confusion, "school hasn't even started."

"I'm ditching and going to the warehouse," Gwen said, "I'm trying this thing on."

Peter sighed, "I'm not even going to try to stop you."

"Mr. Parker," a voice called from behind him. Peter turned to see Mr. Davis.

"Hello sir," Peter said, "um... did I do something wrong."

"What do you mean," Mr. Davis said.

"Well," Peter said, "not every day the principle calls for you by name."

"No no nothing like that," Mr. Davis said, "I wanted to tell you that you were excused from all classes and Mr. Osborn has provided a vehicle for you to get to the hospital."

"Hospital," Peter said, "what do you mean? What happened?"

"The hospital called," Mr. Davis said, "they said they would contact you and explain the situation on your cellular device."

"I don't have a cell phone," Peter said, "what happened?"

"Mr. Osborn managed to get a car," Mr. Davis said, as if ignoring Peter, "I ran into him while I was looking for you and explained what happened and..."

"MR. DAVIS," Peter said, "WHAT HAPPENED?"

"Peter," Mr. Davis said, a grim tone in his voice, "your aunt had a heart attack."

 **o0o**

Peter and Gwen sat in the waiting room of the hospital. Harry had provided a car that got them there as fast as possible. The news had hit like a bullet, hell it hit worse than Shocker, Electro, Vulture, and all the other super villains he had fought combined. Gwen managed to tag along, saying that Aunt May was like a mother to her. She came around his house so often, it was probably true.

From what Peter heard, Aunt May was hosting a small party at the house, something about a book club, and then one of her friends heard a thud from downstairs. When they went up to check, Aunt May was on the floor. If she hadn't been hosting that party, who knows what could've happened. Peter couldn't bear the thought.

He decided to look around the waiting room to focus on anything else. The room was mostly empty, except for him, Gwen, and a couple of friends of Aunt May. Peter only knew one of her friends, an old red headed woman named Madeline Watson. He knew her daughter went to his school but not much else, he didn't even know her daughter that well.

"You gonna be okay," Gwen said, laying a comforting hand on his shoulder

"I'm not sure," Peter said, "I already had so much on my mind, and then the world decides to add more."

"At least you're not alone," Gwen said, "believe me, I'm scared for her too."

He was glad Gwen was here. With Aunt May being in the hospital room, he needed someone to comfort him.

"Excuse me," a doctor said as he walked up to Peter and Gwen, "would you happen to be Peter?"

"Yeah," Peter said, standing up, "do you have any news on my Aunt."

"She's fine," the doctor said, "luckily, it was only a mild heart attack. From what she says, she saw something concerning and it gave her a startle."

"Can we see her," Gwen said.

"Well," the doctor said, "right now we're only allowing family in two at a time. I'm afraid you'll have to wait here ma'am."

"It's okay," Peter said, "she's my... sister."

"Sister," Gwen said with confusion. Peter elbowed her, signaling her to go along with it. "Oh right," Gwen said, getting the picture quickly, "yep, Gwen Parker, that's me."

"Mrs. Parker didn't mention a sister," the doctor said.

"Well she normally has me handle all the important news," Peter said, "I'm the more responsible of the two. Not to mention Gwen here is a little..." He spun his index finger around his ear, Gwen elbowed him in response.

"I see," the doctor said, "very well, right this way." The doctor led them through big doors down a series of halls. Peter could hear people coughing and hacking through the halls, he instinctively ducked his mouth into his shirt. He looked around and saw some of the other rooms, people were hooked up to machines, some of which Peter had never even seen. People had tubes coming out of arms, mouths, noses, and other places. This terrified Peter, what was Aunt May going to be like. He suddenly felt a bit nauseous, the thought itself made him sick.

"You gonna be okay," Gwen said, "you look like Tombstone just gut punched you."

"To be honest," Peter said, "I'd prefer that right now."

"Right here," the doctor said, stopping in front of a door, "you can go right in."

Peter took a deep breath and opened the door. He let out a huge sigh of relief when he saw Aunt May only hooked up the basic machines, the kind seen on any standard patient.

"Peter," Aunt May said, "how good to see you." She paused as she stared at Gwen, "and Gwen?"

Peter leaned in and whispered to Aunt May, "I lied that she was my sister to get her in because she wanted to make sure you were okay."

Aunt May nodded, "well I'm glad you and your sister were able to visit."

Gwen let out a small laugh at the comment. "So what happened," Peter said, desperate for more details.

"Oh, nothing," Aunt May said, "I'm an old lady, I got a little startled and my body just couldn't handle it."

"She should make a full recovery," the doctor said, "however we would like to keep her here to monitor her for a little bit."

"That's fine," Peter said, "as long as she's okay."

"Peter," Aunt May said, "you should worry more about yourself." She lifted up his shirt, luckily he wasn't wearing his spider suit, to reveal two bruises on his chest from where Kangaroo kicked him. "have you been fighting again?"

"Uh... no," Peter said nervously. Aunt May gave him a glare that could kill a man. Why couldn't these bruises heal fast, Peter thought to himself. "Well," he said, trying to come up with a lie, "I... uh... I..."

"He was protecting me," Gwen said, "some big guy was hitting on me like a jerk and Peter tried to get him to shove off."

Aunt May smiled, "well that's Peter, always wanting to be the hero. I remember when he was a kid, he wanted to be a fireman. However when he played, I always tried to convince him to use the garden hose but he always used his..."

"OKAY," Peter interrupted, his face had gone bright red, "we are not finishing that sentence, or that story. EVER!"

Gwen had to support herself against the wall to stop herself from falling to the floor laughing, "please, please finish it."

"No no," Aunt May said, "if Peter doesn't want me to finish it I won't. Anyway, when he got older, he decided to be a scientist instead. While he'd still be helping people, it was much safer and with he was such a fast study that it was even easier."

"So that's how he got into science," Gwen said, starting to catch her breath after her laugh attack.

"Yep," Peter said, "and I think you can guess what happened from there."

Gwen knew he meant Spider-Man, but she wasn't going to say that in front of Aunt May.

"Excuse me," the doctor said, "but may I talk to Mr. Parker for a moment."

"Sure," Peter said. He gave Aunt May a quick kiss on the head, "I'll be right back."

"Well it's not like I'm going anywhere," Aunt May said, "take your time."

Peter nodded. He followed the doctor into the hall. "Mr. Parker," the doctor said once he had closed the door, "I feel like I must tell you this since it is not safe to stress your Aunt."

"Stress," Peter said with a concerned tone, "why? What's going on?"

"I'm afraid that your insurance is not able to cover this," the doctor said, "when I contacted them they said that you had not paid your premium."

"What," Peter said, "what are you saying?"

"I'm saying that you will have to pay out of pocket," the doctor said.

Peter nearly had a heart attack of his own at the words, "how... how much?"

"I'm not sure I can say," the doctor said.

"I need to know," Peter said, "how much?"

"A rough estimate," the doctor said, "$2,500."

Peter almost couldn't bear it. First their regular bills and now hospital bills. The universe is working against me, Peter thought to himself.

"Alright," Peter said, trying to remain calm.

"I won't have the exact amount until we discharge your Aunt," the doctor said, "but I felt you should know."

"Thank you," Peter said. He turned around and went back into the hospital room.

"What's wrong Peter," Aunt May said as he walked in. He must've had a grim face on.

Peter shook his head and forced a brave face, "nothing, just had something else on my mind."

"Speaking of which," Gwen said, standing up, "we had better get going."

"What do you mean," Peter said, "we just got here."

"Yeah," Gwen whispered into his ear, "but if we leave, we can prepare for Tombstone's heist."

In the commotion, he had forgotten about the heist. "If you ignore it, I'll be giving you a nice piece of that payout," Tombstone's words rang louder than ever.

"Yeah," Peter said, "I guess you're right. I'll see you later Aunt May."

"Bye Peter," Aunt May said as Gwen and Peter walked out the door.

 **o0o**

"$2500," Gwen said as Peter paced around the warehouse, "that's absurd."

"Yeah," Peter said, "and that's just the estimate."

"Damn chargemasters," Gwen said, "well what are you gonna do?"

"I don't know," Peter said, "I have no idea what I can do."

"If you ignore it, I'll be giving you a nice piece of that payout," the words rang in his memory again. The offer had seemed so easy at first. Tombstone was right, a lot changes in a week.

Gwen must've been able to tell what Peter was thinking, "oh no, no no no. Don't even think about saying what I think you're going to say."

"Well what do you expect Gwen," Peter said, stopping in front of her, "I'm losing options." He sighed, "maybe Tombstone was right."

Gwen slapped him across the face, "never, ever say those words again. Nothing that man does is right."

"Ow," Peter said rubbing his cheek, "did you need to slap me?"

"Yes," Gwen said, "you're clearly hysterical."

"To be honest I think I'm thinking clearly," Peter said. Gwen slapped him again. "STOP THAT," Peter yelled.

"No," Gwen said, "not until you realize that you're wrong."

"Maybe I am," Peter said, "but what else can I do?"

"ANYTHING," Gwen yelled, "anything but that."

"Gwen," Peter said, "sometimes the only way to get to the light is through the darkness. I don't have any other choice. If I don't do this, Aunt May could lose the house, lose everything. I have to do this to help her, and there's nothing you can say to stop me."

"Nothing I can say," Gwen said. Like lightning, an idea hit her. She walked over to the table she had turned into a work desk, having set up an old computer Peter had found at the junkyard as well as other desk items, and picked up a piece of paper scribbling something on it before walking back over to Peter and shoving it on his chest. "Nothing I can say," Gwen said, "but maybe what someone else said."

Peter didn't know what she meant. He took the paper and read what she had scribbled. His eyes went wide as he did so, felling like he had just been hit hard.

"I can't make you go," Gwen said, "but I hope that helps you make the right choice."

Peter didn't say anything, instead just staring at the paper. He read it over multiple times, letting what she had written truly sink in. Peter took the note and put it in his pocket, "alright, I've made up my mind."

 **o0o**

The bank alarms rang loud. Flint and Alex cleared out the vault as fast as they could, shoveling money into duffel bags."

"Can you believe all this cash," Flint said, "there's more cash her then there are people in New York."

Alex turned his head in confusion, "wait, how many people are in New York?"

"Less than 10,000,000," Flint said, "and you know what the best part is."

"What," Alex said.

"No spider here to stop us," Flint said with a laugh.

"Really," a third voice said. Flint and Alex both turned to see Spider-Man hanging from the entrance to the vault by a web line. "Shame," Spidey continued, "I always wanted to meet a real life super hero."

"YOU," Flint shouted.

"YOU," Spidey said, mocking Flint, "how are you not in jail?"

"We're the big man's best heist men," Alex said, "he pays off the cops and we walk away like we were never here."

"Don't tell him that," Flint said, punching Alex in the arm.

Spidey laughed, "your his best heist men, really? The way I see it, you're one short of being the three stooges."

"You little bastard," Flint said. He charged forward in an attempt to hit Spidey, who simply flipped off his web line to dodge the attack. He landed behind Flint and kicked him in the back, sending him into the wall. Spidey webbed him in place.

"You think he'd at least send Hammerhead," Spidey said, "or someone just slightly more competent."

"Think about what you're doing Spider-Man," Alex said, "you're throwing away a good opportunity."

"That's the thing," Spidey said, "I have thought about it, I was even tempted by it, but I made up my mind. You see, Tombstone's words have been stuck in my head all week, but a friend helped get them out. She reminded me of who I am and why I do this. And she put new words in my head, ones that had heard before but had forgotten."

He reached into the pocket of his hoodie to pull out a small piece of paper with fancy handwriting on it. It read, _with great power, comes great responsibility._

"You're making a mistake," Alex said, "you don't want to anger the big man."

"You've been giving me his messages for over a week," Spidey said, "this time I want you to give him my message. Tell him this: I'm not some pawn he can push around. I'm a hero, and no matter how bad things get for me I'll still be a hero. He can bring his worst. Send super villains or mercenaries and I'll beat them all, and then I'll beat him. Pretty soon, it's gonna be checkmate, and I won't be the one on the ground."

"That was badass," Gwen said over the comms, "see, I'm glad that I recorded this."

"Oh," Spidey said into the comms, "the random heist you record, but not the incriminating evidence."

"Let it go," Gwen said.

"I will not," Spidey said, "I will hold this against you to our graves."

"Then it's convenient your graves with be here soon," a voice boomed over the intercom of the bank, a low voice that Spidey recognized.

"Tombstone," Spidey said.

"Spider-Man," Tombstone continued, "you have made a horrible mistake. You should have taken my offer, now you have started a war."

"Well it's a good thing that I'm a one man army," Spidey said, "bring your worst, I'll take it all on."

"Then," Tombstone said, "I'll bring more than my worst."

The intercom went dead. "Not even a goodbye," Spidey said, "he really is evil." He turned back towards Alex, "well seeing as how he already has the message, I guess you're not that useful to me." He fired two web lines over each of Alex's shoulders, jumping up and pulling hard. He kicked Alex hard in the chest and forced him against the wall, firing some web balls to stick him against the wall.

"Well my work here is done," Spidey said, "see you guys in... what's the average sentence for bank robbery?"

"About 25 years," Gwen said.

"Well I'll see guys in 25 years," Spidey said, and with that, he was off.

 **o0o**

Tombstone stared at his screen, watched as Spider-Man left the bank. He looked at his employees on the wall, and looked at the money that should be his. He slowly closed the laptop and stared off into the distance.

"So the spider has declared war," Tombstone said, "then let's build an army." He stood up, buttoning his suit jacket as he did so, "Hammerhead."

"Yes sir," Hammerhead said.

"Pull the car around," Tombstone said, "we are going to the Bronx."

"The Bronx," Hammerhead said in confusion, but jumped upright when he realized what his boss meant, "you don't mean..."

"I said pull the car around," Tombstone said, "and do it quick, I'd like to be done with this soon."

"Yes sir," Hammerhead said before runnin out the door.

"Spider," Tombstone said staring out the window, "I said you wouldn't just be dealing with my worst, now you'll be dealing with the worst that New York has to offer." He turned around and walked out the door, heading to his car."


	14. Breakout

Chapter 14: Breakout

Mac stared at the ceiling of his cell. He had only been in prison for a little while, but it felt like centuries. All thanks to that stupid spider. At first he seemed like just a kid, but now Mac knew he was a threat. If he got his suit back, he would kill Spider-Man in an instant.

He wasn't the only one feeling this. His cell mate, Adrian, got his ass handed to him by the spider as well. Both of them had used their Oscorp suits and lost, it was unfathomable that someone was strong enough to destroy two of those suits. Both of them agreed that if they ever got out of here, they would team up to kill the spider.

They just needed to get out of here, one chance and they'd be able to kill the spider. Luckily, they got that chance.

Their cell door opened, with a guard standing outside. "You two are free to go," the guard said, "call it paid parole."

"Someone paid to get us out," Adrian said, "who?"

"Who cares," Mac said, "we're free."

"Someone will be waiting for you out front," the guard continued, "you may want to go meet him, he has an offer for you."

"What kind of offer," Adrian said.

"The kind you can't refuse," the guard said.

Adrian and Mac looked at each other for a moment before exiting the cell. The guard handed them a box of their belongings and told them directions to the front entrance. They quickly changed and took the directions that the guard gave them to the entrance. They got discharged quickly and walked out front to see a group of men had already gathered.

There were three men. One was in a brown leather jacket with a matching fedora. The second was in some standard street clothes, only addition was a lab coat. And the third was strange, he was wearing a trench coat that covered most of his face with the collar and a hat pulled down low so you couldn't see much of his face, but Mac could swear that what he could see of his face was glowing blue.

"So you're the other two we're supposed to be waiting for," the guy in the fedora said, "you don't look all that special. What's the big man want with you."

"Well clearly this big man sees my natural talent," Mac said.

"Natural talents," the guy in the lab coat said, "the only talent I can see someone like you having is asking would you like fries with that."

"Oh I can do much more than that," Mac said, "let's go a few rounds, I'll show you."

"SHUT UP," the guy in the trench coat yelled, "I don't want to hear your stupid bickering. Just shut up."

"And what are you gonna do about it," Mac said, stepping up to the man in the trench coat, "you certainly don't seem that special yourself."

Trench coat turned to him, showing his face was bright blue, sparking with electricity. He pulled his hand out of his pocket and showed that it was sparking with electricity as well. "Do I seem special now," he said as a small ball of lightning formed in his hand.

"Now gentlemen," a low deep voice called. Everyone turned to see a man in a black suit with pale white skin. He had two crates behind him and three men holding briefcase in between them. "Let's not argue," he continued, "instead, let's focus on more important matters."

"You're right," Adrian said, "let's focus on more important matters, starting with who the hell are you?"

"L. Thompson Lincoln," the pale man said, "but you may call me Tombstone."

"Well Tombstone," Mac said, "might I ask what the hell you're doing here and how we're involved?"

"Straight to the point," Tombstone said, "I like that. Mr. Gargan, I have you all here because you all have a common interest."

"And what would that be," the electric guy said.

"Well Mr. Dillon," Tombstone said.

"ELECTRO," he shouted back, "my name is Electro."

"Right," Tombstone said, "well Electro, it's simple, all of you want to kill the Spider-Man, and I want him dead."

"So you want us to kill him," Adrian said, "well you didn't need to ask."

"Maybe not," Tombstone said, "seeing as you all have your own grudges against him, but I decided it would be quicker to have you all kill him now." He gestured to everything behind him, "and I come with gifts."

The men opened the crates and the briefcases. Inside the crates were Oscorp exosuits, the SC-506 and VU-739, Mac and Adrian's suits. In the briefcases were three suits, two were red and yellow with silver gauntlets, the third being green and black.

"These were the suits you used to fight the Spider-Man," Tombstone said, "in perfect working order." He pulled out the green and black suit, "and Electro, this suit is specially designed for you. It should enhance your electrical powers." He threw the suit to Electro. as soon as he caught it, parts of the suit started to glow blue with elecricity.

"The goal is simple," Tombstone went on, "kill Spider-Man, and bring me his corpse. He can't handle all of you."

"I can get behind that," the man in the fedora said as he picked up one of the red and yellow suits, "I can work with these guys if it means squashing the bug."

"Good," Tombstone said. He turned around and started to walk away, but stopped himself. "Hold on," he said, looking over his shoulder, "let's make things interesting. If you can bring me the spiders corpse, you'll get $5,000,000. However, if bring him alive, let me have my fun with him, $10,000,000." There was small discussion among the five. "Happy hunting," Tombstone said, and proceeded to walk away.

 **o0o**

Gwen fired the web shooters at a target she had set up. She had been trying the web shooters on her new suit for at least an hour, but couldn't manage to hit the target, at least not often. "How do you aim these things," Gwen said as she missed another shot, "you make it seem so easy, is there a trick?"

"No trick," Peter said, typing into the warehouse computer, "I just kinda fire them and they hit their mark."

"Oh come on," Gwen said, firing the web shooters again, "there has to be something I could do to improve my aim."

"I don't know what to say," Peter said, "maybe you should looking down your arm when you fire."

"But I want to fire like you do," Gwen said, "going all thwip thwip without even looking."

"Thwip," Peter said, "what is thwip?"

"The sound your web shooters make," Gwen said, "you know, Thwip?"

"My web shooters don't go thwip," Peter said.

"Agree to disagree," Gwen said, "now help me aim these things."

"I'm busy," Peter said, "I got to get these pictures printed out for Jameson."

"Can't your super selfies wait," Gwen said.

"Considering he's at my throat about it, no," Peter said, "just be patient."

"That's boring," Gwen said, firing her web shooters again.

"Patience is a virtue Gwen," Peter said.

"It's a boring virtue," Gwen said, "hurry up."

"Fine," Peter said. The printer that Peter had brought in started to print out his pictures. "There," he said, "now show me what you can do."

Gwen fired her web shooters at the target, hitting the outer ring of it each time she fired. "Not bad," Peter said, "could still be better though. The webs do arch down a bit so try aiming at the top of the target." Gwen followed the instruction and fired, hitting the middle ring. "See," Peter said, "you're getting it."

"You need to boost the psi on these things," Gwen said, "it should go further before arching down."

"I'm sorry," Peter said, "you try making something fire using spare parts."

"I have," Gwen said, "and it certainly worked better than your pieces of junk."

"Alright then," Peter said, "in that case why don't you make the web shooters from now on. It'll give me time to work on other stuff."

"I think I will," Gwen said, "and they'll work ten times better then these things."

"I don't know what you're talking about," Peter said. He then clicked his wrists together to make the pressure plates on his web shooters pop out before firing webbing at the target, spelling out _they work just fine_ in webbing.

"Show off," Gwen said, Peter laughed. The computer started letting out a loud noise, making Peter and Gwen jump. "Hey," Gwen said, "it works."

"What works," Peter said, "your panic attack device."

"No," Gwen said, "my emergency alarm system. It goes through live news reports and goes off when any key words appear."

"Key words," Peter said, "like what?"

"Well for starters," Gwen said, "the names and code names of any villains you've fought before as well as any words used to describe their weapons, then there's the words super villain, inhuman, mutant..."

"Wait," Peter said, "why mutant?"

"You don't watch much news, do you," Gwen said as she looked at the screen, "anyways, the alarm seems to have picked up one of your old friends, in fact your oldest friend."

"Gargan," Peter said, looking over her shoulder. The screen showed the green, metal suit with a long tail that had a stinger on the end. "he must've escaped," Peter continued.

"But how'd he get his suit back," Gwen said.

"Don't care," Peter said, "because pretty soon, I'll be ripping it off him piece by piece."

"Alright then," Gwen said, "well luckily, it seems like he's trying to get your attention."

"At least it's good to know he still want's me dead," Peter said, "some things never change."

"Well you better change," Gwen said, "he's on a psycho rampage demanding you."

"Things still don't change," Peter said, "well let's give him what he wants."

 **o0o**

"BRING ME THE SPIDER," Scorpion shouted, "OR I'LL LEVEL ALL OF NEW YORK!" He fired a missile at a cop car, blowing it up. Luckily, the police got away before the explosion went off.

"Still trying to kill me huh," someone called from behind him. Scorpion turned around to see Spider-Man on the wall. "So what do you have against me," Spidey said, "I legitimately want to know cause you just attacked me for no reason. And what was with the blood?"

"SPIDER-MAN," Scorpion shouted.

"SCORPION," Spidey shouted back, "seriously though, what was with the blood?"

"That doesn't matter now," Scorpion said. He opened the end of his tail to reveal a vial of green liquid, "because this time it's pure poison."

"Oh lovely," Spidey said, "it even matches your suit. Glad to see you have a good sense of fashion and murder."

"Laugh now," Scorpion said, "but this time I have the advantage."

"Oh yeah," Spidey said, "and what's..." he didn't even finish his sentence before his spider sense went off. He tried to jump to dodge, but was caught in the talons all the same.

"This time," Vulture said, "we're not alone."

"Oh great," Spidey said, struggling against the talons "the living example that New York pigeons are overgrown."

"I'M A VULTURE YOU IDIOTIC BUG," Vulture shouted.

"And I'm an arachnid," Spidey said, "but you don't try to get that right, do you?"

"What does it matter what I call you," Vulture said, "soon you'll be another stain on the pavement."

"Not happening dove man," Spidey said. He fired a web ball onto Vulture's eyes, causing him to have to stop and hover in the air. Spidey took the opportunity to pry himself free from the talons and swung onto a nearby wall.

Vulture took his arms out of his wings and used the claws to get the webbing off his visor. "YOU PEST," Vulture screamed. He put his arms back into his wings, flapping them forward to make a series of blades fly at Spidey. He danced around the wall to dodge the blades.

"You know those cheap little pocket knives did a number on my suit last time," Spidey said, continuing to dodge Vulture's attacks, "my tailor was not happy with you."

His spider sense blared again. He looked for Scorpion, but was surprised when he got hit with a vibro-shock blast. He fell of the wall and began plummeting to the ground. He managed to snap back into his senses right before he hit the ground, managing to fire a web line and stop himself. His spider sense went off, he flipped off his web line in order to dodge the second vibro-shock blast. He landed on the ground and looked around, resting his eyes on the twin Shockers.

"You missed," the familiar southern voice of Montana rang from the first Shocker.

"I hit him once," Schultz said, "I missed the other, I'm fifty-fifty on my aim."

"You guys too," Spidey said, "who else broke out of prison?"

As if on cue, his spider sense went off again. He jumped just in time to dodge the ball of electricity that was thrown at him.

"FRY SPIDER," Electro shouted, throwing another ball off lightning at Spidey.

"I had to open my big mouth," Spidey said, dodging the lightning ball, "good to see you too Max, like the new threads."

"ELECTRO," he shouted back, preparing another ball of lightning, "I'M ELECTRO!"

"I am not calling you that," Spidey said, "it is way too stupid of a name. You literally got it from one of my insults."

He prepped to dodge the lightning, but got slammed across the chest by Scorpion's tail, sending him flying down the street.

"Okay," Spidey said, "there are way to many of you. Can you all make a single file line and I'll deal with you one by one."

"Sorry spider," Vulture said landing alongside the other villains, "but I'm afraid that's not going to happen."

"A certain crime boss has put a hit on you," Montana said.

"And he paid to get us all out because we're the only people who've gone toe to toe with you," Schultz said.

"Now we get another chance to end you," Electro said.

"And we'll use it to the fullest," Scorpion said.

"Okay," Spidey said, "but that single file line wasn't a joke."

"SHUT UP," Electro shouted, firing bolts of lightning from his fingertips. Spidey jumped up and fired a web line, pulling himself onto a wall.

"Gwen," Spidey said into his comms, "any tips for fighting five psychos all hell bent on killing me."

"Well," Gwen said, "you could... I got nothing. Hit hard and pray."

"Thanks for the expert advice," Spidey said, "why do I keep you around?"

"Because I help," Gwen said, "okay how about this, Electro is the most powerful, so fry him like you did last time so that way you just have to deal with the normal humans."

"I can do that," Spidey said. He scanned the area in search of any source of water, stopping on the fire hydrant not far from him. Spidey shot two web lines onto a manhole and pulled up the cover, using it to slam the top off the fire hydrant and sending water flying upward. He caught the manhole cover and held it over the hydrant to redirect the water at Electro.

When the water finally died down to a point where Spidey could see past it. Electro was still standing with an electric field around him, steam coming off it. "Same trick won't work twice," Electro said, "electric energy field, anything that comes near it either gets shocked or burnt to a crisp."

"How'd you learn to do that," Spidey said.

"I came up with it while I was in prison," Electro said, "I had a lot of time to come up with creative ways to use my powers, all of them were meant to be used against the person who put me there."

"Aw how sweet," Spidey said, "you thought about me."

"SHUT UP," Electro shouted. He fired lightning from his fingertips. Spidey jumped up to dodge, but got hit by a vibro-shock blast. As he fell back to the ground, Vulture caught him in his talons and flew him upwards.

Vulture flew him up above the buildings and threw him against the wall. Spidey fell to the floor and slumped against the wall. He coughed a bit of blood into his mask, then tried to force himself to his feet. As he was getting up, Spidey was hit with a vibro-shock blast.

"Stay down," Montana said, "it'll be easier to bring you to the big man if you just shut up and give up."

"Give up isn't in my vocabulary," Spidey said, trying to pick himself up again, "and I'm not in a learning mood."

Spidey fired a web line up and pulled himself into the air, just in time to dodge another one of Montana's blasts. He fired two web balls onto Montana's eyes to blind him.

"DAMN IT," Montana shouted.

"Should've invested in x-ray specs," Spidey said, "how else do you expect to see through my..." He was interrupted by his spider sense going off, jumping up to dodge but still got hit by a blast from Schultz.

"Schulz," Spidey said as he picked himself up again, "I see you missed me, but I did not miss you."

"SHUT IT," Schultz shouted, firing another blast. Spidey got up just in time to dodge the attack. "I AM SICK OF YOUR STUPID JOKES," Schultz yelled, firing a barrage of blasts, "I WAS LIVING THE GOOD LIFE, THEN YOU SHOWED UP AND RUINED EVERYTHING YOU ANNOYING BUG!"

"Arachnid," Spidey said, moving to dodge all the attacks, "eight letters, three syllables. It's not that hard to remember."

"SHUT UP," Schultz yelled. He fired continued his barrage, but he was stopped by Montana.

"You idiot," Montana said, still trying to get the webbing off his eyes and going off of what he heard, "if you kill him, the pay drops. We need to bring him to the big man alive. Don't you want to go back to that big fancy penthouse?"

Schultz growled, "fine." He fiddled with his gauntlets, "there, now my blasts should only knock him out. You happy?"

"I'll be happy when we get our cash," Montana said, "now blast him out of the air."

Schultz nodded and began firing at Spidey once again. Spidey continued to flip around to dodge all the blasts.

"At least your aim still hasn't improved," Spidey said, "otherwise I may actually have a problem."

He jumped into the air to dodge, and got slammed by Vulture. Vulture sent Spidey flying towards Scorpion, who whacked Spidey with his tail into a wall.

"Stupid spider," Scorpion said as he walked up to Spidey slumped against the wall, "there was five of us and one of you, there was never a chance you could win."

"What should we do with him," Vulture asked as he landed next to Scorpion.

"I don't know," Scorpion said, "I personally want to test out this new poison, see how well it works."

"Or how about we just claw him into a bloody pulp," Vulture said, popping his arms out of his wings and barring his claws, "but leave him just alive enough so that we still collect all that cash."

"No," Scorpion said, "I don't care how much we get paid, I just care about killing the spider. And I want to do it personally. We agreed to work together to kill him."

"Or," Spidey said, "you could just let me go and kindly turn yourselves into the police."

"I guess I can live with less cash," Vulture said, ignoring Spidey, "as long as there's one less spider in the world."

"Alright then," Scorpion said. He drove the point of his tail at Spidey, who caught it and held it right in front of his face. He had to use all his strength just to keep Scorpion from driving his tail into his chest. Scorpion kept forcing his tail closer, slowly inching his tail closer to Spidey's chest. Spidey was holding it in place, but it just kept getting closer. Spidey needed a plan or a miracle, luckily the latter happened.

Scorpion got blasted by a ball of electricity sending him flying down the street, "DON'T EVEN THINK ABOUT IT," Electro shouted, balls of electricity in his hands, "HE'S MINE! I GET TO FRY HIM!"

"LIKE HELL," Scorpion shouted, "IF IT WASN'T FOR HIM, I'D STILL HAVE A GOOD OSCORP JOB! IF ANYONE'S GONNA KILL HIM, IT'S ME!"

"What do you mean kill him," Schultz said, "we need to bring him alive for that money."

"I DON'T CARE ABOUT MONEY," Electro yelled, "I JUST WANT TO KILL HIM!"

"Well I do care about the cash," Schultz said, "and I'm not going to let you ruin this for some petty vendetta." Schultz thrust his arms forward to fire a blast at Electro, who simply stood there and took it.

"Electric attacks," Electro said, "not your best decision." He fired his own blast at Schultz, who merely stumbled back.

"Insulated suit," Schultz said, "electricity doesn't affect it."

"So it's a stand off," Electro said.

"No," Schultz said, "I see your body shaking. The electric part of my attack doesn't affect you, but the vibration part does. I have an advantage Electro, and I plan to use it." He turned the power on his gauntlets back up, "now screw off." Schultz fired again and sent Electro flying back. "Pathetic," he said. He turned to face back towards Spidey, but was shocked to see that he was already gone.

 **o0o**

"Ow," Peter said as Gwen checked his wounds, "be careful."

"Don't be a baby," Gwen said, "you're not in good shape. Scratches from Vulture's talons, bruises from Scorpions tail and Shocker's vibrations, and a couple burns from Electro. If you were an ordinary human, you'd probably be dead."

"Thank god for super spiders then," Peter said, "now what do we do about the five psychos that are all trying to kill me."

"Only three of them are trying to kill you," Gwen said, "Electro, Scorpion, and Vulture wanted to kill you, but the Shockers wanted you alive, something about money."

"Tombstone put a hit on me," Peter said, "plain and simple." Peter thought for a second, "I wonder how much."

"What," Gwen said.

"How much is Tombstone offering for me," Peter said, "I mean, how much is my life worth to him?"

"That's what you're worried about," Gwen said, "not the murderers and bounty hunters. You're worried about how much your bounty is."

"Well yeah," Peter said, "it's not often you get a bounty on your head, so why wouldn't I be curious about how much it is?"

"And I'm the crazy one," Gwen said, "let's focus on stopping the super villains, I'm sure they can tell you how much you're worth."

"Alright," Peter said, "let's start with Electro, we know he's the biggest threat. We need to short circuit him again, but that energy field evaporated all the water that I shot at him."

"We just need to catch him off guard," Gwen said, "hit him while he isn't looking."

"Or drop him in the ocean," Peter said, "I doubt he could evaporate the ocean."

"I think my idea would work better," Gwen said, "Electro knows his own weakness, he's not going to go near the ocean."

"Alright," Peter said, "what about the Shocker twins."

"We're gonna need to fry their gauntlets again," Gwen said, "I doubt we'll be able to lure them in a trap again, but I'm working on something that should help you out in the field."

"Another surprise," Peter said.

"No," Gwen said, "I can show you." She got up and walked over to the computer, picking up a pair of web shooters she had on the desk. "New web shooters," Gwen said as she put them on, "I've already increased the PSI so that they fire a bit better, and if my other modification works..." she fired the web shooter at the target she had set up, hitting the bullseye. "And now," Gwen said. she pressed her thumb against a small button on the side of her hand, causing the web shooter to spark and burst into flames. She freaked out and ripped the web shooter off, threw it on the ground, and stomped on it to put out the fire. "Okay," Gwen said, stomping out the last of the flames, "so it didn't work."

"I can tell," Peter said, "I can also tell that we're going to have more experiments like that, and that we're going to need to buy a fire extinguisher."

"Yeah," Gwen said, "I'll get one next time I get the chance. Gotta make sure we don't burn our base down."

"Gotta make sure you don't burn the base down," Peter said, "I'm pretty sure your the only one likely too. Now on a more important note, what about Scorpion and Vulture?"

"We might be able to trap them," Gwen said, "if we can separate them from the Shockers, there's no way they could know what we're planning."

"So basically," Peter said, "our genius plan is take their group out one by one, starting with Electro."

"Yeah," Gwen said, "Pretty much."

"Well let's change it," Peter said, "I got a plan. One that involves taking out the most annoying threats first."

 **o0o**

"WHAT THE HELL WERE YOU THINKING," Schultz shouted at Electro. Their group had set up a small base in a abandoned restaurant in Brooklyn to hide from the cops. "THINK ABOUT WHAT THAT CASH MEANS FOR US," Schultz said, "IF YOU KILL THE SPIDER YOU LOSE HALF OF IT!"

"I don't care about money," Electro said, sitting and staring at the floor, "I just want to kill Spider-Man."

"But we want him alive," Montana said, "the big man is paying big cash to give him the spider."

"So what," Electro said, "what am I going to do with cash? Maybe I'll buy a fancy TV that will flicker every time that I turn it on. Or what about a big house where the lights don't work."

"We get it," Gargan said, making adjustments to his suit, "your life is so sad because you have fancy powers." A lightning ball hit the wall next to his Gargan's face.

"You clearly don't understand," Electro said, lightning sparking between his fingers, "we live in a society where electricity is everywhere. you know how horrible it is to absorb anything electric in a society where everything's electric."

"I can understand that my flight pack doesn't use electricity," Toomes said as he checked a small tablet, "so at least you don't affect the main part of my suit."

"Do you not understand," Electro said, "it's his fault that I'm still like this. I could've had a cure by now, but he got in the way. He put me in jail, let me rot there, and now I want him to rot six feet underground."

"If anyone's going to kill Spider-Man," Gargan said, "it's gonna be me."

"DON'T EVEN THINK ABOUT IT," Electro yelled, "THE SPIDER IS MINE! IF YOU EVEN THINK ABOUT KILLING HIM, I'LL KILL YOU!"

"Calm down," Gargan said, "how about whoever gets him first."

"Let me make this clear," Electro said, standing up and getting in Gargan's face, "I will fry an arachnid, whether it's a spider or a scorpion is up to you."

Gargan didn't respond, simply staring at Electro as his skin sparked. "Mac," Toomes said, "can I speak with you for a minute?"

"Sure," Gargan said. Toomes led Gargan into another room. "So what is this about," Gargan said once Toomes closed the door.

"This was put on the internet," Toomes said. He showed Gargan his tablet. A video of Spider-Man was on the screen, one where he was in a black room addressing the camera.

"This is a message to Scorpion and Vulture," Spider-Man said, "I'm calling you two out."

"What is this," Gargan said.

"It's a challenge," Toomes said, "now listen."

"I want you two and you two alone," Spider-Man said, "I know you want to kill me while the Shockers want to keep me alive, so I'm going to give you the chance to fight me without any of your partners. Now you can bring your friends, but they'll either make you leave me alive or kill me themselves. This is your one chance to kill me yourselves. I'll meet you at the top of the Empire State building tomorrow at two, both of you should have no trouble getting there. Meet me there and we'll duke it out."

The video ended. "This was posted this morning," Toomes said, "he wants to fight us tomorrow."

"Then let's go fight him," Gargan said, "he asked for us to hand his ass to him, I say we do it."

"What about the other three," Toomes said.

"Screw them," Gargan said, "I say we kill the spider, take the $5,000,000 for ourselves, and then split it 50-50."

"What about our friend in there," Toomes said, "the one obsessed with frying arachnids."

"There's two of us and one of him," Gargan said, "and all he can do is shoot lightning, he's not a threat to us if we fight him together."

"And what about traps," Toomes said, "the spider is calling us out, don't you think he could be trying to lure us in."

"On top of the tallest building in New York," Gargan said, "I doubt it. He can't take the two of us and we agreed to work together to kill him. So what do you say?"

Adrian hummed in thought, thinking long and hard before answering. "Alright," Adrian said, "let's kill him."

 **o0o**

Spidey sat atop the Empire State building, staring as a series of news helicopters flew around him. "This is not going to work," Gwen said over the comms, "I doubt they're even going to show up."

"They're idiots," Spidey said, "they're gonna show up."

"One is an Oscorp scientist," Gwen said, "the other is an Oscorp exo-suit pilot, the best Oscor exo-suit pilot in fact, I'm sure they're a little smarter than you give them credit for."

"Believe me," Spidey said, "they're going to come. Even if they are smart, they'll throw their genius away purely for the chance to kill me."

"Whatever," Gwen said, "even if they do show, you better pray that they don't overpower you."

"I can take the two of them," Spidey said, "but if I can't, that's why there's a plan b."

"You know," Gwen said, "science has shown that making a plan b means plan a is more likely to fail."

"Well if plan a is so likely to fail," Spidey said, "then it's a good thing we made a plan..." spider sense. He flipped into the air just in time to dodge the sharp end of Scorpion's tail. "What took you so long," Spidey said as he landed on the antenna on top of the building, "I had almost given up hope and left."

"Well we're here now," Scorpion said, "I don't get why you'd want to make your loss a public spectacle."

"Your assuming I'm gonna lose," Spidey said, "and... wait... where's your bird buddy?"

"RIGHT HERE SPIDER," Vulture shouted as he came out of nowhere and grabbed Spidey with his talons.

"Again with the talons," Spidey said, "you are a one trick owl, aren't you?"

"VULTURE," he shouted, releasing Spidey and letting him fall to to the ground. Spidey fired a web line and swung back towards the Empire State, but was hit by Scorpion jumping at him and tackling him in the air. Spidey was knocked off his web line and the two went into a free fall

"Nice going genius," Spidey said, "now we're both falling." He planted his feet so that they stuck to Scorpion's chest, then fired a web line onto the building, swinging down and slamming Scorpion into it. Scorpion dug his claws into the wall and drove his tail at Spidey, who dropped back and fired another web line to swing down onto the wall below Scorpion. Scorpion drove his tail downwards in a barrage to strike Spidey, but he moved across the wall to dodge the attacks.

"SPIDER," Vulture shouted from behind him. Spidey turned just in time to see Vulture kick him in the shoulders, driving his talons into the wall behind Spidey so that he couldn't move. Scorpion drove his tail at where Spidey's head was, Spidey moving his head just in time so that the tail hit the wall behind him. Spidey used what little movement he had in his arms to grab Scorpion's tail and pull him down onto Vulture, causing all three to go into a free fall.

Spidey a web line onto both Scorpion and Vulture with one hand and used his other hand to fire another web line onto the wall. He swung down and slammed his foes into the wall below him.

Vulture flapped his wings forward, sending blades forward and cutting the web lines to free himself and Scorpion from Spidey. Vulture took flight once again while Scorpion clung to the wall with his claws.

Spidey jumped off the wall, fell down, and kicked Scorpion in his face. The two began falling again, trading blows with each other as they fell. Spidey fired a web line onto Scorpion's chest and then fired the other end of it to the wall. Scorpion was stuck to the wall as Spidey continued to fall.

"See ya later Scorpy," Spidey yelled as he fell, "I'll deal with you later."

"AND DEAL WITH ME NOW," Vulture shouted as he slammed into Spidey in the air. Spidey was sent flying against a wall. Once he hit the wall, he reacted quickly and clung to it. Vulture looped around and hovered in front of where Spidey was. He clapped his wings forward to fire his blades, forcing Spidey to move. He dodged the best he could, but due to the close range, blades still landed in his leg, arm, and shoulder. Spidey held back screams of pain, trying not to show weakness to his opponent.

Vulture then charged forward, his talons in front of him, and to attack Spidey again. Spidey flipped up higher onto the wall to dodge just in time. Vulture hit the wall, his talons sinking into the brick. Spidey jumped down off the wall and landed on Vulture's pack.

"GET OFF YOU PEST," Vulture shouted, spinning and flipping through the air in an attempt to get Spidey off

"This is why I hate New York cabbies," Spidey said, using his ability stick and holding on tight to stay on, "they are always rude and fly like maniacs."

Spidey grabbed onto Vulture's wings and tried to rip them off, but couldn't manage to. "Sorry spider," Vulture said, "but I reinforced my wings. You won't be ripping them off again."

"Then let's try the engine," Spidey said. He wrapped his hands together and started hammering down on Vulture's flight pack.

"That won't work either," Vulture said, "my pack can't be broken by your measly..." as he said it, Spidey began to break through the plating on the pack to reveal the technology inside.

"You were saying," Spidey said.

"STUPID BUG," Vulture shouted. He flew towards a building and slammed his back, and Spidey, against a wall, dragging it along the brick. Spidey slipped free from between Vulture and the wall and began falling to the floor.

He hit the ground hard. If he hadn't had spider strength, something might've actually broken. Vulture began to circle around, prepping for another attack. Spidey took his brief moment away from Vulture to pull the blades out of his body.

"Ok Gwen," Spidey said, "I hope plan b is ready."

"It is," Gwen said, "I'm guessing your call out didn't go well."

"Actually," Spidey said, "it went better then expected. I managed to separate them, I just didn't account for..." Spider sense. Spidey flipped up just in time to dodge the strike from Scorpion's tail, only to get hit by Vulture while he was in the air.

"Never mind," Spidey said, "I did not seperate them."

"I'm a little impressed that he's still alive," Scorpion said as Vulture landed next to him.

"He is known for being tough," Vulture said, "so how do you vote we kill him."

"I still believe in poisoning him," Scorpion said, "but I'm also leaning towards making a noose out of his own webs and leave him hanging."

"I vote neither," Spidey said. He shot web balls onto each of their visors. Both of them quickly clawed at their faces to get the webbing off, only for each of them to get punched once they could see.

"STUPID BUG," Scorpion shouted.

"Arachnid," Spidey said, "you should know this, you are one."

Scorpion drove his tail forward in an attempt to strike Spidey, but he flipped back and dodged so Scorpion dug his tail into the street. Vulture flapped his wings forward and shot his blades forward, Spidey dodged around the street to avoid the attack.

"Hey Gwen," Spidey said, "don't suppose you have any ideas on how to get them to plan b."

"Well they are trying to kill you," Gwen said, "so it's pretty likely that they'll follow you if you try to run. They shouldn't have any trouble trying to keep up like the Shockers did."

"Great," Spidey said, "live bait." Spidey jumped in the air and began swinging towards where Gwen had set up their plan b, Vulture flying behind him and Scorpion jumping from wall to wall in an attempt to follow. "Are you sure this thing will even work," Spidey said, "we never actually tested our power source."

"We tested it," Gwen said, "we just aren't sure if it still works."

"We better hope it does," Spidey said, "otherwise we might be in trouble."

"Well you might be in trouble," Gwen said, "I'm safe with a long range weapon."

"Thanks for the support," Spidey said, "I really feel like I have a partner and not some psycho who's only here for their own thrill."

"Well you shouldn't feel that way," Gwen said, "now hurry up and get here, I'd be lying if I said I didn't want to fire this thing."

"I know you want to fire it," Spidey said, flipping off a wall to dodge a strike from Scorpion, "luckily I'm bringing you some target practice, get ready."

"On it," Gwen said, small clanking sounds could be heard over the comms. Spidey continued to swing away, dodging attacks from the two villains as he did. Scorpion struck at him with his tail and claws, Vulture with talons and blades from his wings. He had to swing and flip from wall to wall in order to avoid the attacks, struggling through his already existing injuries to keep moving.

"You guys are slow," Spidey shouted to the villains, "maybe you need to upgrade those suits more."

"SHUT UP," Vulture shouted, "JUST DIE!"

"No thanks," Spidey said, "but I have to say you guys seem tired, maybe you should take a break. NOW!" As he shouted out, the two villains got hit in the back by some sort of blast. All of the systems on their suits shut down, causing them too fall down to the floor. neither of them could move, both of their suits weighing them down.

"Bullseye," a female voice shouted from above. Scorpion managed to turn his head up just enough to see the white and black suit of Spider-Girl, holding a large cannon of sorts.

"Nice shooting tex," Spidey yelled from the ground.

"Thanks," Spider-Girl yelled back, planting the butt of her cannon onto the roof, "just glad I got this stupid thing working in time considering you had me working on it in the field."

"WHAT IS THIS," Vulture shouted, "WHY CAN'T I MOVE?"

"Well that's very simple Mr. Parrot," Spidey said, crouching next to Vulture's face, "you see, a while back we made this fancy EMP using this fancy super battery we had. At first we thought our battery was dead for good, but it appears that our fancy piece of tech recharges with solar power, so we've been working to reuse it in a new EMP."

"A portable one," Spider-Girl said, using her web shooter to repel down the wall, "now it's a fancy cannon." She then leaned over to Spidey's ear and began whispering, "by the way, the EMP is fried. We are not using it again anytime soon."

"I worked really hard on that," Spidey whispered back, "you know how hard it was to create those EMP rounds and make it so that the battery charges them."

"Yeah well you should've designed the actual cannon better," Spider-Girl whispered, "a old piece of pipe doesn't make a good cannon barrel."

"We can upgrade it later," Spidey said, "for right now can we enjoy the vic..." he was interrupted by his spider sense. He grabbed Spider-Girl and threw her out of the way before getting blasted by an vibro-shock blast. He went flying back through a wall into a large open room. Civilians ran away as Shocker stepped throught the hole he created and Spidey pushed himself onto his hands and knees.

"Still as clever as ever," Shocker said, Spidey could tell it was Montana from the accent, "luring your enemies in and shutting down their tech. Although I will admit that the upgrades were impressive."

"Believe me," Spidey said, "you haven't seen anything yet."

"I've seen everything that you have left," Montana said. As Spidey aimed to shoot a web at his opponent, Shocker blasted Spidey again.

"You may seen everything he has," a female voice said behind him. Before he turned around, web lines landed onto his gauntlets. An electric current went down the web lines, frying Montana's gauntlet's so they burst into sparks. He turned around to see Spider-Girl standing in the entryway he made holding two web lines. He tried to blast her with his gauntlets, but they simply sparked and failed to work.

"YES," Spider-Girl shouted in excitement as she dropped the web lines, "I KNEW MY TASER WEB WOULD WORK."

"Hoo-freaking-ray," Spidey groaned out as he pushed himself onto his feet, "you made my webs electric."

"Shame electricity won't help," another voice said. Spider-girl turned around and got blasted by a electric ball from Electro into her chest.

"GWEN," Spidey shouted. He got up and tried to run to where Spider-Girl was, but got hit by a vibro-shock blast.

"Nice try," Schultz said, lowering his arm after the blast, "but I'm afraid this is the end for you."

"We saw your little challenge to the morons," Montana said as he walked over to Spidey on the ground, "it was a viral video after all, but when we saw that they accepted it, we decided to watch from far away in our chopper while they inevitably got their asses handed to them."

"And now I get to electrocute you until your head pops," Electro said, "see we made a little deal, I get to kill you and they take the cash. Win win."

"Too bad you're all gonna lose," Spidey said, pushing himself back up. He shot a web line onto piece of rubble, pulled hard and sent it flying into the back of Electro's head. Electro fell back onto his hands and knees, rubbing the back of his head. Schultz blasted Spidey as he prepped to fire another web line, sending him flying against a wall and fell to the floor. Spidey pushed himself back onto his hands and knees, but got blasted back onto the floor by Schultz. Spidey was tired, his injuries from Vulture blaring up and he could feel bruises and forming under his suit.

Spidey could barely get up, all the pain from his fighting today was starting to get to him. He tried to fire a web line towards Schultz, but Electro fire electricity at him. Spidey slumped to the floor.

"He passed out," Montana said, checking Spidey's pulse, "probably put too much strain on him."

"Now he can't fight back," Electro said, "now I get to roast him."

"NOT A CHANCE," Spider-Girl shouted. She fired a web line onto Montana and pulled him towards Electro, causing the two to collide.

"Stupid bitch," Schultz said. He fired his gauntlets into the ceiling, causing rubble to fall around Spider-Girl. Schultz watched the last of the rubble fall doen.

"Finally," Montana said as he stood back up, "that bitch is dead."

"And soon," Electro said, "her idiot friend will join her."

"Actually," Schultz said, "the deal has changed." He turned and blasted Electro with his gauntlets, sending him flying against a wall. Electro fell to the floor, unconscious.

"So what now," Montana said, "now we have the spider unconscious, but what do we do with him now?"

"We take him to the big man," Schultz said, taking Spidey and carrying him over his shoulder, "and collect our bounty."

Montana let out a small laugh, "sounds good to me." Schultz and Montana took Spidey and left the building.

 **o0o**

Spider-Girl had no idea how long she was under the rubble. All she knew was that Schultz had dropped rubble on her, but luckily it had missed her. She had gotten hit by some of it and could feel the bruises. She couldn't help but praise her own luck, if any of the rubble had just been a bit closer, she would be in worse condition, she could be dead.

With all of her might, she pushed up on the rubble, making a desperate attempt to escape. The rubble slowly shifted until she was able to create a small hole to crawl out of. She managed to get out of the pile of rubble and crawled out to the floor of the room.

As she looked around the room, she saw Electro was unconscious on the floor. Spider-Girl figured it was best not to bug him, her chest was still burning from when he hit her earlier. Neither of the Shockers were there, neither was Spidey. What did they do with him? Was he in danger? She had so many questions involving her friend. but before she even had a chance to get any answers, sirens started to approach. Police.

She couldn't be seen here, at least not in her spider suit. She had to get out, so she did the one thing she could do. She ran.

 **o0o**

Tombstone rolled his fingers along the arm of his chair. He had expected that the spider would have been delivered to him by now, but nothing yet. He had seen that three of the people he had paid to get out of Rikers were already captured again. Now only Schultz and Montana were still out there trying to capture the spider, it was frustrating.

"Sir," Hammerhead said as he stepped into the doorway, "Schultz and Montana are here to see you, and they brought a gift."

Tombstone let out a almost demonic smile, "good, let them in." Hammerhead nodded and stepped out of the doorway to let the two Shockers in, Schultz holding Spider-Man over his shoulder. He threw the unconscious hero onto the floor, Spidey letting out a groan as he hit the floor. "Perfect," Tombstone said. He reached down and flipped Spidey onto his back, flipping his hood off, and pulling his mask off.

"He's just a kid," Schultz said, "a high schooler at best."

"I can't believe this... child was what's been giving me so much trouble," Tombstone growled out, "no wonder he's so annoying." Tombstone snapped his fingers, the two guards he kept in his room walked over and picked up Spidey and carried him out of the room.

"So you have the kid," Montana said, "now I believe there's a bounty on him that we'd like to collect."

"Actually," Tombstone said, "I'm happy you're here Montana, because I needed to talk to you." Hammerhead kicked the back of Montana's knees and pulled his arms behind his back to pin him.

"WHAT IS THIS," Montana yelled, "WHAT'S GOING ON?"

"S-sir," Schultz said nervously.

"You know," Tombstone said, "very few people knew about that meeting, and Spider-Man only encountered two of them. It wasn't hard to figure out which of the two of you ratted."

"NO," Montana yelled, trying to break free. He even tried his gauntlets, but Spider-Girl had fried them earlier so they were useless. "I... I didn't do anything like that," Montana pleaded, "I swear."

"You see," Tombstone said with a slight laugh, "at first I thought that too. I thought that Montana wouldn't be stupid enough to rat out on me, too loyal, but I was shocked that a short investigation showed it was you."

"No," Montana said, "y-you got it wrong sir, I would never do anything like..."

"SHUT UP," Tombstone shouted, "I don't want to hear excuses or pleads." Tombstone held Spidey's mask up in his hand, "because of you, the spider got this close to me."

"I'm sorry," Montana said, "I didn't think, I'm..."

"I don't care," Tombstone cut off, pulling off Montana's Shocker mask, "you let that spider get closer to me than anyone has before." He took the Spidey mask and put it on Montana's head, "he is a symbol to this city now, and I want the city to know their symbol is dead." He planted his hands on either side of Montana's head, "how else but for the spider to turn up dead in the river."

"Sir," Montana said, fear in his voice, "please don't do this."

"You know," Tombstone said, "there's an old saying, a crude but accurate saying from those gangster movies that applies to this situation." He began applying pressure onto Montana's head, "snitches get stitches." He slowly applied more and more pressure onto Montana's head, letting his screams ring out through the room. Tombstone kept applying pressure until a loud crack came from Montana's skull.

Tombstone let go and Montana's head slumped down. Hammerhead let go of Montana and his corpse fell to the floor.

Schultz shook as he stared at his partners dead body. "Hammerhead," Tombstone said, "clean this mess up." He then turned his head towards Schultz, staring as the other shocker shook. "And get Dr. Schultz his bounty," Tombstone said.

"Yes sir," Hammerhead said, "but what about you?"

Tombstone laughed, "well that's obvious." He began walking out the door, "I have to go teach a spider a lesson." And with that, he left the room.

 **o0o**

 **EDITOR'S NOTE:** Yeah this chapter took way longer than it should've, I got distracted by PW:AA Spirit of Justice. I've been playing it all week and had to force myself away from it just to finish this chapter. Either way, I don't know when the next chapter will be up, but it shouldn't take as long as this one did.


	15. Rescue Mission

Chapter 15: Rescue Mission

Gwen watched the footage. It was the last recorded footage from Peter's mask cams. It was a gruesome sight, staring up at Tombstone as he slowly pressed his hands together around Montana's head. Eventually there was a loud crack and the feed cut off, Gwen assumed that the cameras got crushed alongside Montana's skull. She had watched the footage at least ten times, hoping to find anything relating to how to find Peter.

"Damn it," Gwen said, smacking her hand against the warehouses makeshift desk. Tombstone had Peter, she didn't even know if he was dead or alive. No, he had to be alive. The news showed that Montana had washed up dead in the east river, he was wearing Peter's spider suit. It was a message, he wanted people to believe that Spider-Man was dead. He had to have been keeping Peter alive, for some reason, which meant she had to find him.

Peter was out there, but how could she find him. Tombstone had put Montana in the spider suit, which meant that Peter's tracker was on Montana. She had now way to find Peter, which meant he was gone. She had no way to find Peter, but she couldn't give up.

Peter had only been missing for almost twelve hours, people would probably start asking questions since he's been missing for a while. If Tombstone had put Peter's suit on someone else, then he knew what Peter looked like. If he was gone for too long, then there would be news reports with his face all over them and Tombstone would know who Peter was as well.

She had to find him before anyone knew he was missing, otherwise things would go from bad to worse.

"Alright Gwen," She said to herself, "think think think. Peter is missing, his tracker isn't on him, you can't go to the police or else they'd know he's Spider-Man..." she paced around the warehouse trying to come up with something, " he wouldn't keep Peter anywhere near his home or office, he's too smart for that, so he must be keeping him somewhere else. A man like Tombstone has to have some sort of underground connections, connections like dealers, or money launderers, or... or... or hit men." She jumped with excitement at her own breakthrough and ran to the computer.

"Montana may be dead," Gwen said as she typed away at the computer, "but Schultz is still kicking. He just got a big bounty too, and based on that gaudy penthouse, he's the heavy spender type." Gwen began looking through the dark web while still keeping her train of thought, "if he was smart then he likely paid cash, but I doubt he's smart which means he has some sort of bank trail. There has to be some kind of trail from Tombstone's account to Schultz's account. However he likely started a new account, so if I look for a large sum transferred to a recent account." She managed to find exactly what she looked for. "BING... $10,000,000! HE PUT OUT A $10,000,000 BOUNTY!" She stared at the screen in awe from the sum.

"Well," Gwen said when she managed to recover from the shock, "at least I'll be able to tell Peter how much his bounty was. So, ignoring that... ridiculous amount of money, I can trace any recent purchases he made to find him." She continued to scan the account, looking for anything that showed a location. After rigorous searching, she found that a small apartment in Brooklyn was being rented out using the account.

"Perfect," Gwen said, "alright Peter time to..." She looked around to see the empty warehouse, "right, force of habit. Guess I'm on my own." She didn't know what to do. She didn't have Peter to help, she was going to have to take on Shocker on her own. She had no powers, but he was her only lead. She couldn't let this slip away, otherwise Peter could be gone forever. "He'd do it for me," Gwen said, "he'd save me, even without his powers. He would do it because he's a hero." Gwen let out a stern look, "he's saved me, now I need to return the favor." She grabbed her backpack, she had left it here yesterday, pulled out all the school supplies and put her spider suit inside.

"Alright Peter," Gwen said, "you better still be alive, because if I found out I'm risking my life for a corpse, I'm gonna kill you." She left the warehouse, her bag over her shoulder, and began setting out towards Brooklyn.

 **o0o**

Peter struggled to wake up. His head hurt like all hell and he could barely remember anything. He took a second to try and remember what happened to him. the last thing that he could remember was fighting the Shockers and Electro, but then he got electrocuted and then everything after that was black. He tried to remember anything else. He managed to stop Vulture and Scorpion at least, then he got blasted into a building by Montana, who got his gauntlets fried by Gwen who... who...

"GWEN," He shouted out. He then jolted in an attempt to find her, but couldn't move. He looked around finally becoming fully aware of his surroundings. He was in the center of a large room, all that was in it was a bunch of old boxes. From what Peter could tell he was in some kind of warehouse, but it certainly wasn't as friendly as the warehouse he and Gwen had taken over. However that wasn't what concerned him most. What concerned him most was that his hands were chained together and he was hanging from a hook on the ceiling. He then noticed that he didn't have his web shooters, he didn't even have his hoodie. Worse, he didn't even have his mask, he was hanging here for the world to see.

He had to get out of here. He grabbed onto the hook and tried to pull himself up off of it, but as he tried, he noticed that his legs were chained to the ground so that he couldn't pull himself up. He couldn't even snap the chains, they were too tough for him to break in this position, and with no leverage he couldn't pull the hook down or pull his legs free. He was trapped.

"Well well well," a low voice came from behind him, "look who's finally awake." Peter didn't need to see him to know who it was.

"Tombstone," Peter mumbled. The vampiric man walked out into the view and stood before Peter.

"You know," Tombstone said with a smile, "I expected you to be older. I doubt you can even drive."

Peter didn't respond, instead giving a Tombstone a grim stare. "What's the matter," Tombstone said, "have you run out of jokes, or are you just realizing that you've lost." Peter didn't respond again just maintaining his stare. "You certainly are a sore loser," Tombstone said, "If it makes you feel better, you were right. He got up close into Peter's face, "it's checkmate, and you certainly aren't on the ground right now."

Peter whipped his head back and brought it back forward, headbutting Tombstone with as much force as he could muster. Tombstone stumbled back a couple steps, then put a hand under his nose and removed it to see the crimson stain of blood.

Tombstone let out a small laugh, "you still have some fight left in you, huh? Good, I look forward to beating it out of you." Peter continued to not respond. "Still not scared," Tombstone said, "maybe I shouldn't be trying to get to you. Perhaps I should go see this Gwen you're screaming about."

"IF YOU GO NEAR HER I'LL RIP YOU TO PIECES," Peter shouted.

"So you can talk," Tombstone said, "good, I'd hate it if you didn't beg for your life as I beat you to death." He walked over to a table with a series of tools on them, picking up a set of brass knuckles and put them on, "now you had better start begging."

He started beating Peter with the knuckles, Peter screaming out in pain with every hit.

 **o0o**

Gwen looked up at the apartment complex. There wasn't much to it, looking extremely old and even a little disgusting looking. She checked repeatedly, apparently this was the right place. This was where she was going to find Schultz.

Gwen walked up to the front door, it had one of those buzz intercoms. She knew there was a way to trick people into letting you in, but she certainly didn't know it. She scanned the building, no other entrances besides the front door and the windows.

This was her only lead as to where to find Peter, which meant she had no choice. She ran behind the building, making sure no one could see, and slipped on her spider suit. She then reached into her bag again, pulling out a pair of gloves and boots she had been working on for Peter, designed to allow him to stick to the wall without needing skin contact. They were meant to make his suit ascetically better, but now she was going to need to use them to wall crawl on her own.

She looked up at the building. It was certainly higher than she would like, but she wasn't able to go through the front door with a buzzer on the front. It was buzz to enter, and there was no other entrances. Her best hope was climbing up and finding Schultz's apartment.

"3rd floor," Gwen said to herself,"that's not that high, and I'll have the element of surprise, and I'll be able to get to him without his Shocker suit on, and this is definitely in no way a horrible idea... dear god I'm gonna die." Gwen shook her head, "no Peter wouldn't be scared. He'd be joking and swinging and... dear god I am going to die."

Gwen slapped herself, "c'mon Gwen, you can do this. Peter's in danger and right now you're the only one who can save him. Right now this city needs a hero, so the Spectacular Spider-Girl is going to step up... wait... damn it, I mean Spider-Woman. Peter, you got Spider-Girl drilled into my head."

She slipped on the gloves and boots. "Okay," she said, "you can do this." She pressed her hands against the wall, took a deep breath, and jumped up to plant her feet on the wall. "Well," Gwen said, "at least they work." She looked up, then slowly put one hand in front of the other to scale the wall.

"Okay," Gwen said, "this isn't so bad. It's like rock wall climbing, except without the rocks... or the safety." She stopped for a moment and thought. She eventually decided to fire a web line up past the floor she was going to, attaching it to her suit's belt. "There," she said, "now I have some safety."

She continued to climb up until she reached the third floor. She slowly crawled until she reached a window. Looking inside, she saw a large, dusty apartment with almost nothing in it. There was some furniture, but that was it. She scanned the room for anything else, her eyes resting on the Shocker mask that was on the table.

"At least I know I'm in the right place," Gwen said. She reached for the window and began pushing on it, it was unlocked. She opened it up and slowly slipped into the apartment, being as careful as possible to not make a sound. As she entered, her belt got caught on her safety web line from earlier.

"Damn it," Gwen said. It took her a bit, but after fiddling with her belt she was able to get the part with the web line attached off. "He really makes that stuff strong," Gwen said.

She began tip toeing around the apartment, looking for a computer or phone, anything that she could hack to get information. The place had less in it than she had initially thought, there wasn't even a bed. The kitchen was disgusting, Gwen could barely stand to look in there.

She searched up and down for anything that could lead to Tombstone, or at least Peter. One would probably lead to another, so she had to prepare for the worst either way. No matter how much she searched, there was nothing here.

"Perfect," Gwen mumbled, "just perfect." She was about to give up, but stopped at the sound of the front door opening. Schultz was back.

Gwen quickly ran into the bedroom and hid in the doorway, peeping around to watch Schultz as he entered the apartment. She barely stuck her head out, just enough for her to see him but not enough for him to see her.

Schultz slowly entered the room. He was wearing a long duster to cover his body, but Gwen could still see the red boots of his Shocker suit underneath. She couldn't risk him seeing her, otherwise she could end up getting blasted. Peter was way stronger than her and those blasts hurt him, she didn't want to think about what those blasts could do to her. She held her breath and watched as Schultz patrolled the room.

Schultz slowly walked around the room, clearly paranoid and making sure no one was in the room. He scanned the room slowly, making sure not to miss an inch. His head came to a halt at the window, staring at the web line with the piece of belt attached.

Gwen let whispered out a couple of profanities to herself, luckily Schultz didn't hear. Instead, he took off his duster and slipped on the mask he had left on the table to complete his Shocker suit.

"Come out," Shocker said, "I know that you're here." Gwen didn't answer. "You can't hide forever," Shocker continued, "there's only so many places you can hide, I'll find you eventually."

He was right, but Gwen preferred the idea of delaying the inevitable. She had to come up with something, otherwise she might figure out why Peter was always so bruised. She had her taser web, that at least meant that she could fry his gauntlets, and she might be able to take him hand to hand with her self defense techniques.

"Stop hiding," Shocker said, "there isn't a point." More silence. "Fine," he said, raising his gauntlets, "this place was cheap, I won't mind blowing it to pieces, although I feel a little sorry for the civilians ins..."

"WAIT," Gwen shouted, popping out from her hiding place, "I'm here, no one needs to get hurt."

Shocker pointed his gauntlets at her "what the hell are you doing here?"

"I just want to find my friend," Gwen said, putting her hands above her head, "Tombstone has him."

"I know that," Shocker said, "but why risk your life for that idiot?"

"He's my friend," Gwen said, "he saved my life, so I need to help him."

"Noble," Shocker said, "but stupid. I've watched you Spider-Girl..."

"Spider-Woman," Gwen said. Shocker took the gauntlet that wasn't pointed at her and blasted a hole in the wall behind him. "But Spider-Girl is fine," Gwen said nervously.

"You're just as stupid as the other spider," Shocker said, "but there is one major difference, I've watched and noticed that you don't have powers."

Gwen face showed pure shock, but her mask hid it. "W-what would make you think that," Gwen said, hoping to bluff her way out of this.

"You're tech support," Shocker said, slowly circling her, "watching from the sidelines as your red and blue friend does all the fighting. You're just a pet who does the busy work while the spider uses his powers to stop guys like me."

"That's not true," Gwen said, "I'm plenty of help to him."

"Maybe you are," Shocker said, "but it doesn't matter if you can't help him now."

"Shut up," Gwen said, "I may not have powers, but I'm still gonna stop you and save him."

Shocker let out a laugh, "I thought you were smart, you should know better than to make promises that you can't keep. But since you're so smart, what's say we do a little experiment." He twisted a small dial on his gauntlets, "this level of power would only hurt your friend, so how about we find out what it does to you."

"Let's not," Gwen said. She moved fast, quickly stretching her arms in front of her and firing a web line onto Shocker's gauntlet, pressing the small button to trigger the electric shock down the web and frying his gauntlet.

"YOU BITCH," Shocker said as he ripped off the fried gauntlet. He pointed his remaining gauntlet at Gwen, who went into a a fight or flight mentality. Right before he fired again, Gwen rolled out of the way. She rolled into a kneeling position, shot a web line onto the table that Shocker had his mask on, and pulled hard to smack him in the back with it.

Shocker stumbled a bit after he got hit. Gwen took the opportunity to charge forward and force his arm so that his gauntlet was pointed at the wall that he had already blasted a hole in. Shocker tried to blast his way free, but his attacks just hit the wall. Gwen shot a web onto the gauntlet and turned on her taser web to fry his second gauntlet to avoid more damage.

Shocker kneed Gwen in the stomach to get her off of him. She stumbled back, grabbing her stomach in pain. Shocker charged forward and punched her in the face, knocking her to the floor. Shocker stood over Gwen, kicking her hard while she was on the flipped onto her back and simultaneously shot two web balls Shocker's eyes.

"DAMN IT," Shocker shouted, "NOT AGAIN!" Gwen took the opportunity to tackle Shocker against the wall. Gwen then stepped back and webbed Shocker against the wall. Gwen stepped up to Shocker, who was struggling to escape the webbing, and took off his mask.

"Holy crap I actually won," Gwen mumbled to herself. She shook off her shock and instead focused on Schultz. "See," she said, "I told you I don't need powers to kick your ass, now tell me where to find my friend."

Schultz stopped struggling and let out a laugh, "what the hell makes you think I know?"

"Shut up," Gwen said, "I know you know where he is, so tell me."

"I'll ask again," Schultz said, "why do you think I know? I just delivered the spider, I don't know where he is now."

"You're lying," Gwen said, "you were a part of Tombstone's organization for years, you have to know something. Now tell me before I get angry."

Schultz laughed, "before you get angry? Really? And what are you gonna do, you're just some dumb girl."

Gwen started to get frustrated. "Fine," She said, anger in her tone, "we'll do it your way, since you're interested in experimenting." She fired a web line onto his forehead and held it in her hand, "my taser webs are powerful enough to fry your gauntlets, I wonder what would happen if I used it on your face."

Schultz went silent for a minute, "y-you wouldn't."

"I won't have to if you tell me what I need to know," Gwen said, "SO TALK!"

Schultz started struggling again, "listen, I don't know anything."

"YOU'RE LYING," Gwen shouted.

"I'm not," Schultz said nervously, "I swear." Gwen slowly moved her thumb to the button on her glove. "ALRIGHT," Schultz yelled as Gwen's thumb rested over the button, "I'll talk I'll talk."

Gwen slowly moved her thumb off the button, "good. Now where is he?"

"I don't know exactly," Schultz said, "but I know Schultz has a bunch of facilities where he keeps anything or anything he needs to keep out of the public eye."

"Where are they," Gwen asked, the anger in her voice was extremely audible.

"All over New York," Schultz said, "I don't even know where all of them are. There's no way of knowing where he is."

"How do I find them," Gwen said.

"I don't know," Schultz said, "Tombstone keeps that information private. No one knows but him and a select few."

"WHO," Gwen yelled.

"I don't know," Schultz said, "no one knows except Tombstone."

Gwen lowered her head in thought, "he can't remember where all of those locations are if they're all over New York, which means he probably has some sort of record. If I can find it, I can find Peter."

"Peter," Schultz said, "I wondered what his name was." Gwen, without looking at Schultz, put her thumb back over the taser web button, Schultz went quiet.

"So," Gwen continued, "he probably keeps something like that close, maybe in his office?"

Schultz laughed, "and how do you plan to get to his office?"

Gwen went silent for a minute, before finally looking at Schultz with an evil grin.

 **o0o**

Peter tried to pull as hard as he could. He still couldn't manage to rip down his chains. While the chains that bound his hands together were weak, he could probably break them on his own if his his hands were free, but the hook that he was hanging from and the chains bound to his legs were a much stronger metal. He had tried for hours, but to no avail. There was no escape.

Peter slumped down. He had put forth all his effort into trying to escape, but he was too tired to keep trying. There had to be a way to escape, otherwise Tombstone was going to beat him to death like he promised. Peter was lucky Tombstone wanted to drag out the death, otherwise he might not get breaks in the beatings like this. Not to mention he healed fast, not fast enough to heal him completely, but enough to make the pain tolerable.

"Well well well," a voice called from behind Peter. He had heard the voice so many times, that without looking, he was able to tell it was Tombstone. "I see that you're awake again," Tombstone said, "I hope you slept well, because I'm not done with you."

"Screw off," Peter said.

"Still a fighter," Tombstone said, going over to his table of tools and weapons, "I can respect that, although I'm a little upset that you don't have that signature charm to you that you did before."

Peter spit a small bit of blood onto Tombstone's suit, "maybe that was the first thing you beat out of me, along with one of my kidney's."

"Clearly I haven't beaten enough of it out of you," Tombstone said, wiping the blood off his suit, "you still have enough fight to be annoying." He walked over his table of tools, "maybe I should find a way to shut you up, or at least a way to make you pay for ruining a $600 suit."

"$600," Peter said, "I could buy you the same suit at the thrift store for like 50 bucks."

Tombstone picked up a car battery with a pair of jumper cables attached, "that'snot how I intend you to pay." Tombstone sparked the jumper cables together a couple of times before attaching both of them to Peter's chest.

Peter screamed out in pain as volts of electricity began to course through his body. The screams rang through out throughout the warehouse.

 **o0o**

Gwen looked up at the building that had Tombstone's penthouse. this was her first stop after ditching Schultz and leaving him to the police. This was the place where she was most likely to find where Tombstone was keeping Peter. He either had some sort of computer file or a list of these black sites that Schultz had mentioned.

She had switched out of her suit, going back to her normal street clothes and putting the suit in a large handbag so that she had it ready. She made sure to restock the web fluid in her web shooters, keeping those on her wrist underneath her the sleeves on her shirt.

She looked up at the building, she couldn't even count the floors. "Not climbing that," Gwen said to herself, "not even remotely prepared for something like that." She was going to need to get in through somewhere else, preferably somewhere safer.

She had only seen the inside from the footage Peter had gotten when he was in there, and she had only seen that footage once because she didn't record it. Gwen only knew of the balcony entrance, and assumed there had to be some sort of front entrance. Front entrance was out, there was no way she would be able to just walk in.

Or was there?

The idea was crazy, but it was at least worth a shot. She looked at what she was wearing, not designer brand, but looked nice enough to pull off what she wanted to do. She pulled out a pack of gum and started loudly chewing it. For her final touch, she grabbed a pair of fancy sunglasses out of her bag and put them on.

Gwen walked in to the building and took in how nice it was. She could see a bar from the lobby as well as a reception desk in front of the elevators, which would hopefully make her plan work better.

Gwen walked up to the receptionist, a young man with short brown hair in a black suit. "Hey there," Gwen said, mocking a snobby rich girl voice, "I'm here to see Mr. Lincoln."

"I don't recall Mr. Lincoln saying to expect visitors," the receptionist said.

"Surprise visitor," Gwen said, "my daddy wanted me to visit Mr. Lincoln. Something about me learning the family business."

"Well I'm afraid you can't go up," the receptionist said. "you'll have to wait until Mr. Lin..."

"Excuse me," Gwen interrupted, lowering her sunglasses, "you expect me to wait down here? I don't want to wait down here? With these... these..." Gwen gestured around to the other people in the lobby, "I'll wait for Mr. Lincoln in his office."

"I'm afraid I can't let you do that ma'am," the receptionist said, "you'll have to..."

"If you say wait down here I swear to god," Gwen said, "either let me up there or you and this... crap house you call an apartment complex will here from my father, or do you want to deal with the infamous Silvermane."

Gwen could see fear spread across the receptionist's face as she said the name. "M-maybe I can let you onto his floor," the receptionist said, "and you can wait for him..."

Gwen reached over the desk and grabbed the phone on the receptionist's desk, since she didn't have her own anymore this was the best alternative (plus in her mind it added some extra flare to the situation). She typed in the Manhattan area code and pressed seven random buttons to make the receptionist believe she was dialing a number. She put the phone up to her ear, hearing the annoying beeping that showed that she didn't dial an actual number, but continued anyways. "Hi daddy," Gwen said, "I just needed you to do me a small favor."

"Wait," the receptionist interrupted, "I'll let you in, just please don't call."

Gwen smiled and then began talking into the phone, "false alarm daddy." Gwen hung up the phone and put it back behind the receptionist's desk, "glad we understand each other." The receptionist walked away to a small room off to the side, coming back out with a small key.

"I'll take you up there," the receptionist said.

"You have to be kidding," Gwen said, "I do not need a babysitter." Gwen snatched the key out of the receptionists hands, "I'll go up there myself."

Gwen moved quickly, but not in a suspicious way, got in the elevator, and went up to the top floor before the receptionist had a chance to stop her. As she rode in the elevator, she changed into her spider suit. It would be better if they didn't know who she was. At least she knew she wouldn't get made, all those years as a cops daughter made her start to search for cameras as she entered any room, there were none in the lobby. Even if there were some in Tombstone's place, they wouldn't be able to see who she was.

The elevator to a halt and the doors slowly opened. Gwen walked out of the elevator to see a long hallway with a single door at the end. "Really is a high class penthouse," Gwen mumbled as she walked down the long hallway. She walked up and slowly unlocked the large door leading into the penthouse. She had seen the penthouse through the cameras in Peter's mask, but it looked even nicer in person. She stood in the entrance for a second and admired the beauty of the room, but snapped herself out of it to begin her search.

She needed to find Tombstone's office, that was where she was most likely to find something. She needed to move quickly too, otherwise she could end up getting caught snooping around here, and she didn't want to figure out the consequences. for doing that.

Gwen moved quickly. Luckily, no guards were around to catch her in the act. Gwen had located multiple security cameras, so she was pretty sure that there were other security measures in place that ensured that people didn't need to constantly guard the place. In Tombstone's defense, he probably didn't expect anyone to enter through the front door. She was alone in the penthouse, which was perfect for her,

Gwen found the office quickly, having examined the footage from when Peter had gotten taken here so many times that she had the path memorized. Gwen walked into the office and once again stopped for a bit in awe of the room.

The desk was towards the back of the room, with three filing cabinets on either side of it, yet there was still plenty of room for the three large windows behind the desk, and there was Tombstone's pool table.

Gwen decided to check out the cabinets first, it was more likely that she could find something there. She quickly went to the first of the cabinets. She rolled her fingers through a series of manila folders, quickly skimming all the documents inside as she did so.

Nothing in the first drawer, on to the next. Gwen began doing the same on the next drawer, getting the same results. On to the next, nothing. The next, nothing. The next, nothing. She went through all of the drawers, only to keep getting nothing. She slammed the last drawer shut in anger, nothing of note being in any of them.

Gwen quickly calmed down, realizing that she still had the desk to check. She walked over to the desk and opened the first drawer, just some basic supplies. She checked the second drawer, getting similar results. Third drawer, nothing. She finally moved on to the last drawer, this was the last of any possible physical evidence. It was this and then she was going to try and hack the computer, and she knew that wasn't going to be that easy.

She pulled on the last drawer, locked. Why was this the only one that was locked? She kept pulling, hoping that she could manage to open it, no luck. This was the only thing in the room that was locked, which meant that there was something in here worth seeing and that she had to get inside it.

Gwen reached into her bag looking for one of the other things in her bag of tricks. Gwen pulled out a small kit full of lock picks she had bought a while back and pulled out two, using them to try and unlock the last drawer. After about a minute, she heard a small click. Gwen pulled on the drawer, this time it opened.

There was only one thing inside, a screen overlay with a bunch of random symbols on it. Why was this so important? There was almost nothing worthwhile here. That meant all that was left was the computer, hopefully it wasn't hard to hack.

Gwen sat down in the desk chair and stared at the computer. It was a four digit pin instead of a full password, making it easier to figure out. She probably didn't even need to hack it. She looked at the number pad, some of the digits were faded on it, perfect. Chemistry dictated that the natural acids on the fingers would make the numbers on the keys fade, and three were faded.

The one faded most, having the number on the key completely missing, was 0, meaning it was first. the second one that was faded, having most of the number gone but a little bit still there, was three. Next was 8, having only the top half of the number faded, and now Gwen was clueless. She had a one in ten chance of guessing what the last number, she had no idea what it could be.

She knew almost nothing about Tombstone, so she couldn't link the numbers to an event in his life in anyway. The numbers didn't resemble any kind of date, so it was unlikely that she would be able to link the numbers to anything like that.

She needed to think, what could the other number could be. She went back to the thoughts of chemistry, how the body's natural acids would dissolve the numbers on the keys, so that means four keys should be faded. Since only three were faded, one of the three keys had to have been used twice. She had managed to whittle it from ten options to three. Logically she thought 0 was the last key since it was most faded, but then noticed something. The 8 key was different from the other two, different from any key on the keyboard. Tombstone had the 8 key replaced, yet it was still extremely faded, which meant it was used more than the other two.

Gwen pressed 8 again and then enter, the computer unlocking as soon as she did so.

"Thank you Sherlock fan base for your stupid Tumblr discussions," Gwen mumbled to herself. She was so happy that she nearly cheered, but held it back just in case someone was in the house and she didn't know. She instead decided to search through the computer. Immediately, Gwen was able to tell that Tombstone didn't use the internet much, mostly judging by the fact that he still had Internet Explorer for his browser. She decided it would probably better to check all the files on his computer.

Gwen looked through the file explorer, searching for any information on the black sites. There was almost nothing on the computer, which didn't really surprise Gwen. She expected a man like Tombstone not to keep much digital files, but she was still hoping that she could find something. Most of the computer was completely blank, only some files involving his business (Gwen deleted those just because she wanted to and she really wanted to screw him over somehow). The only other thing was a couple of pictures. The pictures didn't really catch Gwen's eye, except for one.

For some reason Tombstone had a picture simply labeled BS Map. Why would he label it like that, it seemed weird to her. While she could guess the obvious choice for what that meant, but she assumed that Tombstone wasn't that simple. Out of pure curiosity, Gwen decided to open the file. It was just a map of a small section of New York, nothing special about it. There was no reason to label it BS, it was just an ordinary map. She was curious as to what this was, it seemed like it was important somehow.

BS, what did it mean? She thought for a minute thinking what it could be. Bachelor of Science? Boy Scouts?... Black Site? Was it possible that this map was somehow what she was looking for? But it was just an ordinary map from what Gwen could see, there was nothing special about it. If this really was it, then there had to be some kind of trick to figuring it out.

Maybe something else that she had overlooked, something that she payed no mind to, something... and then everything clicked together. She enlarged the image to the full screen then reached into the drawer to pull out the screen overlay. She put the overlay onto the screen, a perfect fit. All of those random symbols that she had paid no mind to now all lined up with various buildings on the map. These were the black sites. It was such a clever way to hide it, anyone else might not have been able to figure this out.

Gwen scanned the symbols, most of them being guns or money, but one caught her eye. It was a small spider. That was where he had Peter, it had to be. She made a quick mental note of the address. Now she just needed to go get him, but that wasn't going to be easy.

"I swear sir," someone said from down the halls of the penthouse, Gwen recognized it as the receptionist she had met earlier, "she said she was Mr. Manfredi's daughter."

"Silvermane don't have a daughter," a second voice said. Gwen had only heard this one over Peter's comms, but knew it all the same. It was Hammerhead.

"Has she come back through the lobby," Hammerhead said.

"No sir," the receptionist said, "I haven't seen her since she went in the elevator."

"Then she's still here," Hammerhead said, "make sure she doesn't leave, I'm going to find her."

Gwen could hear the footsteps echoing through the halls. she had to get out of here fast, otherwise she was gonna have to fight another one of Peter's villains today. The office door was not an option, Hammerhead was out that way, which meant there was only one way for her to go.

Gwen ran to the office window and opened it up. She looked down on the New York streets, immediately realizing how horrible her idea was. She didn't have vertigo, but looking down onto the city streets certainly gave her a feeling of it. She hated that this was her only choice, the fact becoming clearer as Hammerhead's footsteps echoed closer and closer.

Gwen fired a web line just below the bottom of window, then stepped out of the window. She held on to the web line, hanging on for dear life as she steadied her feet on the wall. Once she had her feet on the wall, still wearing her boots from earlier so they stuck, she slowly extended the web line and began to walk down the wall.

Her plan was simple, lower herself down until she's at a height where she can safely jump onto the roof of the adjacent buildings. Once there, she'd just need to make her way down. It's a shame these kinds of things are never that easy.

"HEY," someone shouted from above. Gwen looked up to see Hammerhead sticking his ugly mug out the window.

"Great," Gwen mumbled to herself, "another thing to ruin my plans."

"You're not supposed to be up here you know," Hammerhead called down.

"What can I say," Gwen called back, "the view from up here is just so amazing, I couldn't help myself."

"Then let me help you," Hammerhead said. He began slamming his head down where Gwen had shot her web line, cracking the stone it was attached to.

Gwen had to think fast, otherwise she was going to be painting the street red. She fired a web ball up, nailing Hammerhead right in the eyes. Hammerhead stumbled back inside, Gwen took the opportunity to lower herself more. Looking down, she could see that she was almost low enough, just a little more.

As she went down, her web line began to shake again. Her head jolted back up to see Hammerhead slamming his head into the stone again, despite not being able to see. He was clearly angry, but Gwen took the anger as an opportunity.

She fired a new web line onto the wall in front of her, holding onto the new line tighter. Then she waited. She watched as Hammerhead kept slamming his head into the stone, watched until the stone her old web line was on crumbled and fell towards the streets.

"AAAAAAAAAH," Gwen shouted up, lowering her voice with time to make it seem like she was falling. As soon as she had lowered her voice into silence, Hammerhead let out a very pleased look. He turned around and walked away, believing he had managed to send Gwen falling to her death.

Gwen was in awe, she couldn't believe that actually worked. Then again, Hammerhead might have a lot in his head, but she was pretty certain that it was more metal than brains. Not to mention a lot of concussions from bashing his head into walls all the time.

Gwen started to lower herself again, reaching her intended height. She kicked off the wall and swung over to the next building. She landed on top, standing tall. She then plopped down on her back.

She took a long breath, taking in how she just managed to get away with her crazy plan. More importantly though, she was taking in how she took out Shocker, escaped Hammerhead, and now she knew where to find Peter.

Now to save her friend.

 **o0o**

Peter had given up on trying to escape, he couldn't get out of these stupid chains no matter how hard he tried. Not to mention he was in a lot of pain at the moment, he was pretty sure that he might have lost all the feeling in his chest after all those shocks. Tombstone had shocked him so much that he put Electro to shame.

At least Tombstone only his him in the chest, that meant he could still use his arms and legs if he was given the chance. If only he was given the chance.

"Still alive," Tombstone said as he walked up to Peter, "I'm impressed, no human should be able to survive that many shocks to the chest."

"Well it's a good thing I'm an alien from Spideria," Peter said, trying to keep his joking attitude up to show that Tombstone wasn't phasing him. If his voice wasn't so strained, Tombstone might have bought it.

"Laughing and joking until the end," Tombstone said, "I have to admire that." He walked over to his tool table, browsing his options, "what should we do now? Maybe rip out those pretty teeth of yours? Or how about taking this e nails off?" He stopped and picked up a pair of big pliers, letting out an devilish laugh as he did, "or how about we rip out that tongue and finally shut you up."

Tombstone slowly walked forward, Peter struggling to break the chains. As Tombstone stepped closer, a loud ringing rang out.

Tombstone let out a loud groan before pulling his phone out of pocket and answering, "I'm busy. I thought I told you not to interrupt unless it was important."

Tombstone went silent for a moment. Peter could hear the person on the other end of the call talking, but couldn't make out the words. After a long pause, Tombstone let out a devilish grin. "Good," he said, "that's perfect."

He hung up the phone and put it back in his pocket. "I have good news for you spider," Tombstone said as he walked back over to his table, putting the pliers back, "you get to keep your tongue." He turned back around, his devilish grin still on his face, "but only because I have something much worse."

"And what would that be," Peter said, "your pin-up picture. I'm pretty sure that might give me permanent eye damage."

"No," Tombstone said, "you see, your little girlfriend, Gwen I believe was what you said her name was." Peter went silent, a cold stare in his eyes. "She broke into my office," Tombstone continued, "and when she tried to escape through the window, I'm afraid she had a little... slip."

Peter could feel a pain in his chest, one worse than anything Tombstone did to him. Gwen was... she couldn't be. "You're lying," Peter said.

"I wish I was," Tombstone said, "but I'm afraid I'm not."

"Shut up," Peter said, his voice cracked a bit as he said it, "I know you're lying."

"Denial," Tombstone said, "the first stage of grief." Tombstone began to walk away, "believe what you will, it won't change the facts." He let out a maniacal laugh, "and I'm sure that hurt worse than anything that I could've done.

Tombstone walked away, leaving Peter to think about what he said.

Peter lowered his head, closing his eyes in thought. It's not possible, Peter thought to himself, there's no way that she... that Gwen...

He didn't bear to finish the thought. The idea that she tried to save him... that she died trying to save him... it hurt to much.

"Peter"

He couldn't believe it. He didn't want to believe that someone else died for him.

"Peter"

He swore that he could still hear her, probably grief setting in.

"PETER!"

This time he knew he heard that. He snapped his head up and opened his eyes. He looked at the familiar white suit with the pink and white eyes, the suit he made. "Gwen," he said, obvious excitement in his voice.

Gwen made a loud shushing noise, "be quiet, I've gone too far to get caught now." Peter nodded in agreement. Gwen reached into the bag on her back and pulled out a small set of tools, "give me a minute, I'll get you out of here."

She began fiddling with the locks on the chains, trying to pick the locks. "How did you find me," Peter asked as she worked on the locks.

"Long story," Gwen said, "not one we have time for right now." The first chain popped off his leg. "Let's just say I don't want to go in the field for a little while," Gwen continued.

The chain popped off Peter's other leg. "I got it from here," Peter said. He grabbed the large hook he had been chained to for so long and used his powers to climb up it, slowly making his way to the end and hopping to the ground.

"You might want to stand back for this next part," Peter said.

"Why," Gwen said, "what are you going to do?"

"Have you ever seen someone break a zip tie," Peter said, "think of that, but with metal." This made Gwen take a couple steps back. Peter proceeded to raise his hands high above his head, then quickly brought his hands down against his chest. The chains on his wrist burst to pieces as he did so, the metal clanging as he did so.

"So much for stealth," Gwen said.

"Who needs stealth," Peter said with a smug smile, "I'm ready for a fight."

"I'm not," Gwen said, "besides, the sooner we get out of here the better." She reached into her bag and grabbed red and blue hoodie, a red ski mask, a pair of black goggles, and red gloves that had the fingertips cut off, "put this stuff on."

Peter quickly put on all the stuff. "Alright," Spidey said, "the amazing Spider-Man is back in action.

"The allow me to take him out of commission," the deep voice called. Before Spidey could see who it was, his spider sense went off. He flipped into the air and moved just in time to dodge a blow from Tombstone. He hit so hard that the concrete he hit cracked as he hit it.

"I see you're still as violent as ever," Spidey said, landing in his signature pose with him sitting on his heels on top of the crates in the warehouse.

"Yo spider," Gwen shouted, throwing her web shooters up to Spidey.

He caught them and clipped them on his wrists. "Stupid girl," Tombstone said. He charged at her, but got stopped by a web line on his back.

"Sorry you walking epitaph," Spidey said, jumping to the ground, "but this is between you and me."

"You're right," Tombstone said. He spun around to hit Spidey as hard as he could, but Spidey caught the punch and held it back, much to Tombstone's surprise.

"Whats the matter," Spidey said, "not used to fighting me when I'm not beat to all hell." Spidey twisted Tombstone's wrist and punched him hard in the chest, sending him flying into the crates behind him. Spidey quickly fired his webbing onto Tombstone to stick him to the crates. "Game over," Spidey said.

Tombstone let out a laugh, "you think this is over?"

"You're webbed to a bunch of crates with the superhero who just kicked your ass standing in front of you," Gwen said, "I think it's over."

"You're going away for a long time Lincoln," Spidey said, putting a serious tone into his voice, "I hope you like orange jumpsuits."

Tombstone simply laughed again, "for what am I going to jail for?"

"All your crimes," Spidey said.

"And what proof do you have that I committed such crimes," Tombstone said, "the way it looks now, you beat up one of the most upstanding citizens in New York in his own warehouse, and before you ask, there is nothing incriminating here. The only evidence of any crimes is the testimony of some vigilantes. Face it kid, you have nothing."

Spidey looked at him intensely, despite the fact that Tombstone couldn't see it through the mask. He didn't want to admit it, but Tombstone was right. If he called the cops now, they'd just have more reason to hate him. "Come on," Spidey said to Gwen, "we're leaving."

"But... what about him," Gwen said, gesturing to Tombstone, "we can't leave him, he could get away."

"But we can't incriminate him either," Spidey said, "so we have to leave him." Spidey began walking away, "but know this Lincoln, no matter how long it takes, no matter how hard it is, I will stop you. And you will _never_ terrorize these streets ever again."

"Sure kid," Tombstone said, "but I already caught you once, I'm sure I'll do it again. And next time, I won't toy with you, I will _kill_ you mercilessly."

Spidey didn't bother to turn around, "let's go."

"Alright, Gwen said. And with that, the masked heroes left.


	16. Incrimination

Chapter 16: Incrimination

"DAMN IT," Gwen shouted, throwing her mask across the warehouse, "we were so close."

"We weren't close at all," Peter said as he paced around, "we never even considered the fact that we'd have to have evidence against him. We just thought we'd have to find him and then it would be over, never considering that without any evidence we couldn't hold a candle to him."

"What about kidnapping," Gwen said, "and cruel and unusual punishment?"

"We have no evidence of that outside my testimony," Peter said, "not to mention if we go to the police about him kidnapping me, it could out me as Spider-Man, or give Tombstone a name to go with my face, allowing him to target those close to me, including you."

Gwen let out a long sigh, "so what are we going to do? How are we going to find something against him?"

"I don't know," Peter said, plopping down in a chair, "I just don't know."

Gwen paced back and forth before finally coming to a stop, "I need to think. Go home."

"Wait What," Peter said, "are you kicking me out of my own superhero hideout?"

"Yes," Gwen said, "I need to come up with a way to get one of the biggest crime bosses in New York arrested, so I need to think. Besides, I'm sure your aunt is worried about you."

Peter had been so focused on Tombstone, he forgot he had a normal life too. "Alright," Peter said, standing up and grabbing his mask off the makeshift desk they had, "I'll catch up with you later."

"Got it," Gwen said, "now get out."

Peter rolled his eyes before putting on his mask and jumping out the window of the warehouse.

 **o0o**

"Aunt May," Peter said as he walked into his house, "I'm home." He was barely in the door before Aunt May jumped onto him and wrapped her arms around him.

"Where were you," Aunt May said, tears in her eyes, "I was so worried about you. You were gone for so long, I thought you were dead in a gutter or... or worse."

"I'm fine Aunt May," Peter said as he returned the hug, "I was just working on an experiment with Gwen."

"And you didn't bother to call," Aunt May said.

"I lost track of time," Peter said, "I'm sorry, it won't happen again."

"It had better not," Aunt May said. She then looked at him with pure curiosity, "now what was this 'experiment' you're working on?"

"We don't know yet," Peter said, "but we know it will help to clean up the streets of this city once we figure it out." He let go of his Aunt, "now if you excuse me, I really need some sleep."

"Don't you want something to eat," Aunt May said, "I'm sure you must be starving."

His stomach still hurt from all the time s Tombstone punched his gut, so he was really not ready to eat, but he couldn't tell Aunt May that. "I'm fine," Peter said, "I really need some rest right now."

"Alright," Aunt May said, "good night, I'll see you in the morning."

"Good night," Peter said before heading up to his room. He closed the door and quickly took off his street clothes and then his spider suit, throwing it behind the fake wall he had made in his closet, switched into his pajamas, and plopped down onto his bed.

It had been a long, painful day. He was grateful to get out of that mess, but was pretty upset that Gwen had put herself in so much danger. And even worse, at the end of it all, he couldn't even get Tombstone arrested. In the end, today was a major loss, the bruises and electric burns across his chest emphasized this point. At least he could heal fast, that ensures that he could at least play everything off like nothing happened.

This at least meant that he could get back into action quickly, allowing him to start searching for anything that he could use against Tombstone.

But it also, unfortunately, meant he was going to have to go to school Monday.

 **o0o**

"Where were you man," Harry said as Peter entered the school the next day, "I got a call from your aunt saying that you had gone missing. I nearly hired every private investigator in New York to go look for you."

"I'm fine," Peter said, "Just was working on something with Gwen."

Harry leaned in with curiosity, "ah, a 'project' with Gwen. What kind of project, biology or chemistry."

Peter pushed Harry away, "engineering actually, we're working on something that can really clean up the streets of New York."

Harry went from joking curiosity to legitimate curiosity, "really? What?"

"When we figure it out you'll be the first to know," Peter said, "but it will hopefully cause some major changes involving the crime in this city."

"How major," Harry asked.

"Think 'crime bosses in orange jumpsuits' major," Peter said.

"That's pretty major," Harry said.

'Yeah', Peter thought to himself, 'if only we could figure out exactly how to incriminate Tombstone, then it may be a project for the history books.'

Peter and Harry went through their normal school routine, Peter not wanting to slip away and do any Spider-Man stuff for today. Everything was pretty much normal until science class.

"Where's Gwen," Harry asked as the teacher was writing something on the board. Peter hadn't thought about it until Harry had brought it up. He looked around the class and noticed that she was nowhere in sight, he had never seen Gwen miss a day.

Peter shrugged his shoulders, "maybe she's sick?"

"When she caught the flu she still showed up wearing a surgeon mask," Harry said, "she doesn't miss school for anything."

Peter thought for a bit, and realized where she was. "I think I know where she is," Peter said, "and if she is still there, I'll be horrified and impressed."

"Where," Harry said.

"I... can't tell you," Peter said, "she asked me to keep it secret."

"Oh," Harry said, "is this a part of your 'project'."

"Actually," Peter said, "it probably is."

 **o0o**

Peter went straight to the warehouse after school, almost certain that was where he was going to find Gwen. He swung in through the window and landed on in a stance with one hand in the air, crushing a couple coffee cups as he did.

Gwen was sitting at the computer they had set up, drinking a cup of coffee.

"What are you doing here," Peter said, crushing a couple more coffee cups as he walked in.

Gwen spun around in her chair to look at Peter, "Hey Peter, how you doing? Want some coffee?"

"If it means getting it away from you," Peter said as he took her coffee cup, "then yes. Now please answer me, what are you doing here?"

"I've been researching Tombstone," Gwen said, "I've been looking into everything he's been involved in, well, looking into it again because I looked into it when we were trying to find out who he was, but that's besides the point, you see I've been looking at it all again to see if I can somehow connect it to Lincoln. So far nothing, but I still have an immense amount of research to do."

"Are you okay," Peter said, "I haven't heard you talk like this since we first met, yet it is somehow more concerning now."

"Oh I'm fine," Gwen said, "I've just had a lot of coffee, I'm pulling an all-nighter. I'm a little tired but I'm sure I'll be ready to go back to school on Monday."

Peter gave her a really concerned look, "Gwen, what day is it?"

"It's Sunday," Gwen said, "did being locked up make you forget the day?"

"No," Peter said, "but I think it made you forget, considering it's Monday."

"Wait," Gwen said, "it's Monday?" Peter slowly nodded his head." Gwen spun around and looked at the computer, checking the small calendar in the corner. "I missed school," Gwen said, "I've never missed school. I've had perfect attendance all my life. I was so caught up in incriminating Tombstone that I lost track of time."

"Does that mean you haven't slept since you rescued me," Peter said, "that was days ago."

"uh... yeah that is what it seems like," Gwen said.

"Gwen," Peter said, "go home, get some sleep."

"That... that's probably a good idea," Gwen said. She stood up and grabbed her bag. She went to reach for her coffee, but Peter shot a web line onto it and pulled it away from her.

"I think you may have had enough coffee," Peter said.

Gwen opened her mouth to rebuttal, but quickly closed it when she realized that Peter was right. "Alright," she said, "I'll catch you later."

Gwen left out the front door, Peter was pretty sure he could see her wobble a bit as she left. Once she was gone, Peter picked up all the coffee cups and went to throw them away. It was at that moment he realized that their base was going to need a trash can and recycling bin. He took all the cups and threw them into a corner so that they were at least out of the way.

He went over to turn off the computer, looking at the what Gwen had been researching. She had a bunch of stuff Peter had already heard about pulled up, the art heist he pulled a couple years back, a couple of heists and such that Peter had stopped, various crimes here and there. All of them had been put into word documents with little notes written in where Gwen found something that might connect L. Thompson Lincoln to Tombstone, there was nothing truly helpful though.

Peter turned off the monitor and walked over to his bag to find his spider suit inside. He stared at it for a second, then decided he wasn't in the mood for patrolling. There wasn't much point to it at the moment, he was just going to encounter a bunch of street thugs or Tombstone's thugs who wouldn't say a word to him.

At the moment he preferred taking a break and rest up after all that had happened. He sat down at the desk and spun in the chair.

This was probably going to be the hardest part about their endeavor against Tombstone, actually getting him arrested. Peter had not been thinking about it much until now. He always thought that if he could just find Tombstone he'd stop him instantaneously, that was how it seemed to work in the comics. But I guess he should've thought about the legality of it, that was his own mistake. He also should've expected it, nothing had been easy since he put this mask on, be it the fights, the research, or even the choices he's had to make. But he had put in too much work to quit now, he had to see this through.

"Might as well see what I can find," Peter mumbled to himself before turning to the computer.

 **o0o**

Peter remembered one of the first things she had said when they started this search, there was absolutely nothing, like he didn't exist. It was baffling how well he covered his tracks, some of the few things Peter could find were a couple testimonies that mention Tombstone (not even by his real name) and all the people who made those testimonies 'disappeared'.

Peter had gotten some coffee for himself the following morning. Gwen was right, it really was easy to lose track of time when doing that kind of research. He had started a little after school ended, next thing he knew it was almost midnight. He was luckily able to slip back into his room through the window so Aunt May didn't notice, but he wasn't able to drop by the Bugle and drop off some of the pictures he had stored from swinging around.

"You look like hell," Harry said as he met up with Peter the next day, "what happened to you?"

"Long night," Peter said, taking a long gulp of his coffee.

"I've known you longer than I can remember," Harry said, "You've never taken a long night."

"I've never really been driven so much," Peter said, "I normally make experiments for myself, but this time I really need to do this to help other..."

"PETER!" Harry and Peter turned to see Gwen running down the halls. "I'm glad I caught up with you," Gwen said, a little out of breath, "I may have a plan to help us with... with..." she stopped because she realized Harry was right there within earshot and then remembered they were in a very open place with a lot of people.

"Our project," Peter finished for her.

"Yeah that," Gwen said, "I think I may have figured something out."

"Like what," Peter said.

"Like a major breakthrough," Gwen said, trying to be vague because of Harry, "something that could really change everything."

"An actual solution to our problem," Peter said, matching her vague nature, "that would be a first."

"Yeah," Gwen said with a smile, "but knowing our luck another problem will show up immediately."

"Wait, are you two actually working on a project," Harry interrupted, a legitimate look of confusion on his face.

Peter gave him an annoyed look, "yes. What did you think I meant when I said project?"

"Well," Harry said, "to be honest I thought you guys were..."

"Harry if you finish that sentence, I may have to hit you," Gwen said. She turned back towards Peter, "do you think we could talk about this somewhere more private?"

"I don't know," Peter said, "I don't want Harry to get anymore wrong ideas."

"I'll leave you two alone," Harry said, "now that I know you're not doing anything interesting, I may as well leave. Besides, I won't understand your science talk anyways."

"Thanks man," Peter said.

"No problem," Harry said, as he walked away, "just keep it strictly to science."

"Yes mom," Peter said. Harry waved over his shoulder and walked away. "So what did you find," Peter said once Harry was out of earshot.

"Well it didn't occur to me until I really thought about it," Gwen said, "but I remember from when I broke in, Tombstone had a bunch of cameras in his office penthouse. If those..."

"Wait a minute," Peter cut off, "you broke into Tombstone's place?"

"... maybe."

"Do you realize how stupid that was," Peter said, a little angry, "you could've gotten killed."

"And I thought you were dead," Gwen said, "it was either breaking and entering or funeral arrangements, and I didn't like the latter." Peter shut up, he couldn't help but admit she had a point. "Anyways," she continued, "I got to thinking about the cameras I saw. A man like Tombstone would have no reason to record his own shady dealings..."

"So it has to be on a closed circuit system," Peter said.

"Exactly," Gwen said, "but even closed circuit systems record."

"So maybe he recorded something that we could use against him," Peter said.

"Possibly," Gwen said, "but we need to hurry, after an allotted time most CCTV systems automatically delete anything if it isn't marked important."

"If we act fast we may still be able to find something," Peter said.

"Hopefully," Gwen said, "if not then we're just back to where we already are."

"So nowhere," Peter said.

"Don't remind me," Gwen said, "we'll go tonight, makes it so that there's a better chance to find something with all that's been going on lately."

"Hooray," Peter said, "another round of breaking and entering at my worst enemies home. Joy."

 **o0o**

Peter and Gwen went back to the warehouse right after school. Peter had wanted to make sure he was fully stocked web fluid, assuming he may get into some kind of fight, and Gwen wanted to go over the plan.

Peter was loading web cartridges into his belt when Gwen walked over to him with something in her hand. "Here," She said as she handed Peter a flash drive.

"What's this," Peter said as he examined the small drive.

"It's a rubber ducky," Gwen said.

Peter looked at the flash drive with confusion, "I may have a couple concussions from fighting super villains, but there is no way in hell I would think that this thing is a duck."

Gwen rolled her eyes, "not a real rubber ducky, it's a hacker term for a that specific type of flash drive. Just plug it into the cctv computer and it will give me complete access to anything they have."

Peter went from confusion to curiosity, "you're kidding? This thing can give you complete control of someone else's computer just by plugging it in? How long did it take you to make this?"

"Actually I bought that online for like five bucks," Gwen said.

Peter took a long stare at the flash drive, "you really can find some evil things on the dark web."

"Are you kidding me," Gwen said, "I found that on amazon."

"That's even scarier."

"Forget it," Gwen said, "back to business." She dragged Peter over to the computer which had some sort blueprints up. "These are the floor plans for Tombstone's building," she said as she sat down. Gwen pointed to a small room on the plans, "it looks like the cctv room is here, a floor below Tombstone's penthouse. Get there and plug in the flash drive. After that, get out."

"Simple," Peter said, loading new cartridges into his web shooters.

"You may have some security to deal with once you get there," Gwen continued, then picked up her own web shooters, "it might be better to take the taser web shooters just in case. I dialed down the voltage so they should only stun anyone you shock."

Peter looked at the new web shooters for a second before replacing his old ones with them. "Anything else," Peter said as he examined the new web shooters on his wrist.

"Yes actually," Gwen said with excitement. She opened a drawer on the desk and pulled out a pair of black leggings, black gloves, black boots, a black mask with black white lenses sewn in, and a black hoodie with a white spider on the chest.

Peter took a long look at the all the things she took out before speaking up, "what is this?"

"A stealth suit," Gwen said, "so that way you can blend into the shadows."

"I don't really do black," Peter said as he held the mask in his hands, "it's just generally never been my color."

"Yes but if you try to sneak around in bright red and blue, it will not go well."

She was right. "Alright," Peter said, quickly switching his suit.

"It has all the same things your old suit had," Gwen explained as Peter changed, "except I boosted the tracker so I can keep better track of you, changed the cameras in the lenses for higher quality ones, and of course gave it an emo touch up."

"You're not making me any more eager to wear it," Peter said as he slipped on the hoodie and put the rubber ducky in his pocket.

"That should about cover it," Gwen said, "but I'd recommend keeping your spider sense at the ready."

"Duly noted," Peter said as he slipped his mask on and flipped his hood up. "I'll be back before dinner," Spidey said as he sprung up to the window.

"Just come back, I don't care when," Gwen said, "I'm not gonna go hunting for you again."

Spidey let out a slight laugh before jumping out the window and swinging off towards Tombstone's penthouse.

 **o0o**

Spidey swung through the city through the city. He had been putting off the patrolling the city so much, he had forgotten how fun it can for the fun of it, he did a flip as he let go of his web line.

"You done with the showboating," Gwen said over the comms as Spidey did another flip.

"Nah," Spidey said, "I'm actually having a lot of fun."

"Fancy swinging will have to wait until later," Gwen said, "right now we have to deal with the whole breaking and entering thing."

"My favorite," Spidey said, "what is this, like the fourth time."

Gwen went silent for a minute to think, "Breaking into that restaurant for the meeting, breaking into Tombstone's penthouse once, and if we count mine, then that's also breaking into an apartment and breaking into Tombstone's place again. So yeah, 4."

"I don't even think that's the most illegal thing we've done either," Spidey said.

"That definitely goes to the severe violation of privacy that we are about to preform," Gwen said, "I'm pretty sure that goes against the constitution."

Spidey landed on the wall of the tall building. He slowly crawled up, trying to avoid windows if he could so that no one would see him. He made his way up to the floor just below Tombstone's penthouse and slid in through the window.

"I'm in," Spidey whispered into his comm as he scanned for security.

"Comparing your tracker location to the blueprints," Gwen said, typing away on her computer, "the cctv room should be down the hall, take a left, third door on the right."

"Got it," Spidey said. He leaped to the ceiling and crawled across to where Gwen had directed him. Sure enough, there was a metal door with a electronic lock on it.

"You see the door," Spidey said, angling his head so that the cameras in his goggles could see it completely.

"I see it," Gwen said, "that thing is a beast of a door, no way you can brute force your way through."

"I had no intention of brute force," Spidey said, "this is a stealth mission. Hell, you were the one who made the stealth suit."

Gwen ignored him, "looks like it has keycard lock."

"Aw man," Spidey said, "I left mine at home."

"I might be able to get you in without one," Gwen said, "if I can hack into the electrical system, I can blackout the building for a short amount of time. Once I do that, the electromagnetic locks should turn off, allowing you to slip in and..."

"Or we can wait until the guards change shifts," Spidey said, "which appears to be right now." Spidey watched as a guard walked up to the door and slid his keycard, unlocking it.

"Well... my plan was cooler," Gwen said with a huff.

As the guard entered, another one left. Once both had gone through the door, they dropped the door to let it close. Spidey shot a web ball onto the corner of the door to prevent it from closing all the way. After waiting a short amount of time to make sure that the guard didn't come back before slowly pushing the door open and slipping inside.

Spidey stopped for a moment to take in the room. There was a single mainframe in the corner of the room, with the rest of the wall being covered by monitors. Spidey shook his head and focused on the mission at hand. He dropped to the floor, so silent that the guard didn't hear him. He tip toed up to the chair the guard was in and put his hand on the back of it.

"You're shifts over man," Spidey said, this got the guard to turn with a jolt, "I'll take over from here, you just take a nap." Spidey then took the hand he had on the back of the chair and moved it up to slam the guard's head onto the desk, knocking him unconscious.

Spidey pushed the guard to the floor and sat in the chair. "Aw man," Spidey said, "what kind of guard station doesn't have free donuts, I feel ripped off."

"Focus," Gwen said.

"Would you believe me if I said I am," Spidey said.

"No. Now hurry up and jack me in."

"Yes MOM," Spidey said. Spidey spun over to the mainframe and plugged the small usb drive in. "All set, do your stuff."

"Already on it," Gwen said, Spidey could hear the furious clicking of keys as she worked.

"And now we wait," Spidey said, leaning back in the chair.

"Now you get out of there," Gwen said, "I'm in, there's nothing left for you to do."

"Aw man," Spidey said, "and I wanted to see if I could get dragon ball on one of these..." spider sense.

He jumped onto the chair and flipped off of it just in time to avoid a charge from the familiar blockhead in a pinstripe suit.

"Hammerhead," Spidey said.

"Spider," Hammerhead said as he removed his head from the monitors, "like the new suit."

"Oh why thank you," Spidey said, "and how have you been, seen any good movies? all caught up on Stranger Things? how's the wife and kids?... oh wait, you could never get a girl with a blockhead like that."

Hammerhead let out a small laugh,"you know, I thought you'd have half a mind to stay away from us after all we did, but I guess you want to be checked back into our little fun house."

"No thanks," Spidey said, "you guys had really bad service, not even a mint on my shackles. Next time, I'm going to the Hilton and you will receive a strongly worded yelp review."

Hammerhead charged again. "This is not going to help you in my review," Spidey said as he flipped over Hammerhead to dodge.

"Hurry up and get out of there," Gwen said, "I'm already in, you had better bail out."

"No way," Spidey said, "these guy's had me in chains, bating me and shocking me, there is no way in hell that I'm missing the opportunity to take out some rage. You find what we need, I'm going for a walk."

"A walk?"

"A very enthusiastic walk," Spidey said. Spidey flipped onto the ceiling.

"Come down from there," Hammerhead said, looking up at Spidey.

"Hang on a second," Spidey said, "I'm thinking of which way of beating you senseless would be the most fun." Spidey flipped down in front of Hammerhead, jumped up, and kicked Hammerhead hard in the chest with both feet, sending him flying into the monitors.

"GOOOOOAL," Spidey said, "and the crowd goes wild."

"Stupid bug," Hammerhead growled, "I will crush you."

"Arachnid you moron," Spidey said, "and why does everyone say that stupid crush me line. There are other ways to kill me."

"How about I rip you limb from limb," Hammerhead said, "will that satisfy you."

"Not really," Spidey said, "I kinda need my limbs for vigilantism."

Hammerhead charged at him again, Spidey flipped over him and shot two web lines onto Hammerhead's back. Spidey then spun around and used the centripetal force to lift Hammerhead up. He let go and sent Hammerhead flying into the wall. Before Hammerhead had a chance to recover, Spidey shot two web lines onto the wall on either side of Hammerhead and pulled himself to the villain with immense force, slamming into him and cracking the wall behind him. Spidey then flipped off of his chest, kicking Hammerhead in the chin as he did.

After the assault, Hammerhead stumbled off the wall and back onto his feet, wobbling a bit as he did so. Spidey walked over to him and lightly pushed on his forehead, causing the villain to fall over, unconscious.

"That felt good," Spidey said, locking his fingers and stretching out his arms, "nothing like a super villain beat down to really loosen the old joints from being chained up."

"Good," Gwen said, "you got revenge, now get out of there."

"Yes ma'am," Spidey said, doing a salute in a such a way so that it would be seen on the cameras in his goggles.

He walked out of the room, ripping the web ball from earlier off the door. "Nighty night you two," Spidey said as he jokingly tip toed out of the room, slowly closing the door behind him. He proudly clapped his hands together to dust them off, taking a couple of steps in a proud manner as he walked.

"Hit the ceiling moron," Gwen said, "you can't just go walking around the place like that."

"Why not," Spidey said, "I took out out what was probably the biggest threat in this place, or did you forget about the last ten minutes."

"Did you forget about me," the familiar low voice rang out. His spider sense blared up.

Spidey flipped up onto the ceiling to dodge the punch, Tombstone's fist sinking into the floor from punching it so hard. "Lonnie old buddy old pal," Spidey said, throwing his arms into the air (or rather to the floor since he was on the ceiling), "just the man I was hoping to see."

"You were the last one I wanted to see," Tombstone said as he dug his fist out of the floor, "especially in my home."

"Well I thought that after all we've been through, we could share everything with each other," Spidey said, "I even took my mask off for you, and yet you aren't even willing to share your home with me. I thought we had something special."

"We do," Tombstone said, "you attack me, I lock you up, and then I brutally beat you until you beg for mercy. If the system works, then why change it?"

"Well I can think of one reason," Spidey said, "that being that this system really hurts, specifically me."

"Like I said," Tombstone said, "the perfect system."

"Won't be so perfect after a bit of role reversal," Spidey said. He flipped off the ceiling and went in for a flying punch, but was smacked out of the air and sent flying into a wall.

"Idiot," Tombstone said, "we already talked about this, you can't stop me."

"You're... wrong," Spidey said as he pushed himself off the ground, "I'm gonna stop you, I'm gonna put you away, and I'm going to ensure that for the rest of your life all you ever see is three walls and a cell door."

Tombstone laughed, "and what makes you think that?"

"Simple," Spidey said, "I'm amazing."

Tombstone laughed, "how are you going to stop me if you can't even help yourself?" He kicked Spidey while he was on the ground.

"Cheap shot," Spidey said.

"All is fair in love and war," Tombstone said.

"Awe," Spidey said, "you do love me."

"Shut up," Tombstone said. He tried to kick Spidey again, but he caught Tombstone's leg and threw him back.

"What's the matter Lonnie," Spidey said, as he pushed himself back onto his feet, "not so tough now that I can fight back?"

Tombstone growled as he pushed himself up, "I am sick of you. Ever since you showed up, you've been nothing but trouble. And I can say I am no longer interested in making you beg for mercy, instead I'm going to kill you. Right here, right now."

"Can I reschedule that," Spidey said, "I have dinner with the in-laws tomorrow and I can _not_ miss that again."

Tombstone charged at him, Spidey flipping over his shoulder and landing behind him. Tombstone's fist sunk into the wall once he hit it, Spidey fired a web ball onto his hand and stuck into place on the wall.

Tombstone ripped his hand out of the wall, taking a large chunk of it with him due to the webbing. Tombstone spun around and hit Spidey in the chest and sent him flying down the hall.

Spidey rolled off the blow back onto his feet, just in time to flip over Tombstone as he charged at him. He landed behind Tombstone and kicked him hard in the back, knocking him into the metal door. Spidey fired a bunch off webbing to stick him to the door. Tombstone tried to push against the wall to break out of the webbing, but couldn't rip the webbing or tear apart the door.

"Looks like poor little Tombstone is stuck," Spidey said, "don't worry, that'll wear off in about an hour, maybe half if you wiggle and squirm."

"YOU BASTARD," Tombstone shouted, "I'LL KILL YOU!"

"Ooh, I managed to break your cool composure," Spidey said, "I'm actually a little bit impressed with myself."

"I AM GOING TO KILL YOU," Tombstone shouted, "AND THEN I'LL KILL EVERYONE YOU'VE EVER LOVED!"

"You'r annoying when you're angry," Spidey said, "somehow more annoying than me, and I didn't think that was possible."

Tombstone kept shouting, so Spidey shot a web ball onto his mouth. "That is so much better," he said, "now you wait here, I'm sure someone will eventually come along to help you... maybe."

Tombstone kept struggling against the web, muffled shouts through the webbing on his mouth. "Good night buddy," Spidey said, patting Tombstone on the head. Spidey then shot a web ball over Tombstone's eyes.

Tombstone struggled for a long time, trying to break out of the webbing. After a long amount of time, Tombstone finally ripped himself off the metal door. He ripped the webbing off of his eyes and looked around, looking for the spider, only to see that he was nowhere in sight. He was gone.

 **o0o**

"Anything," Peter said, pacing back and forth.

"For the fifth time," Gwen said, as she searched through the mainframes files using the rubber ducky, "not yet."

"Well how much longer," Peter said.

"I don't know," Gwen said, slightly aggravated, "it's a lot of footage to sort through and a lot of it is basically nothing. It could take hours, days weeks. I don't even know what to look for."

"Looking for anything that could point any crime relating to Tombstone to L. Thomson Lincoln," Peter said.

"I know that," Gwen said, "I need something more specific."

"I don't know," Peter said, "known criminals in his office, we could nail him for abetting a criminal. Or maybe he has some sort of drug deal."

Gwen stopped and turned her chair towards Peter, "why would a criminal mastermind have a drug deal in his office? He literally pays other people to do that for him."

"Well I don't know," Peter said, "you're the one who knows more about this whole crime boss thing, if anyone would know what to look for, it's you."

"You're right," Gwen said, "I am the one who knows what to look for, and I could look for it if you didn't BUG ME EVERY FIVE SECONDS!"

"Fine," Peter said, "I'll let you work."

"Thank you," Gwen said, she then turned back to the computer.

Peter went back to pacing back and forth, trying to kill the time while Gwen worked. He was impatient, they were so close and he desperately wanted to find something. He hated the suspense, it was eating at him, he needed to know more about what was happening. "Anything," he finally broke down and said.

"PETER I SWEAR TO GOD," Gwen yelled, "I AM GOING TO..." she cut herself off, distracted by the monitor.

"You're going to what," Peter said, "I need to know what the threat is so I can make fun off..."

"Shut up for five seconds," Gwen said, reversing through the footage, "I may have something."

"Really," Peter said, running up to her chair, "what?"

"Shut up so I can figure out what," Gwen said, focusing all of her attention on the computer. She slowed her footage down more until she found the spot she had been interested in. "You asked if I found anything," Gwen said, "do you think this qualifies?"

Peter watched the screen in horror, "yeah... I think that qualifies."

 **o0o**

"Morning Captain," the desk Sargent said as George walked into the police station the following morning.

"Morning Lila," George said, "anything interesting this morning."

"I heard Spider-Man was reported to have stopped a couple robberies this morning," Lila said, "but other than that, nothing out of the ordinary."

"Spider-man has been in this city a while," George said, "I think he is no longer out of the ordinary for us."

"I hate that you're right captain," Lila said.

"I think we all do," George said. He went into the elevator and and up to the top floor. He stepped out and walked over to his office, only to find something unexpected.

There was a small box with in red and black wrapping paper on his desk. He quickly looked around at the officers that were working around his office, seeing if one of them was looking up to try and get his reaction. None of them appeared to be doing so.

He slowly walked over to his desk and picked up the small box to see a small note on top that read _evidence to incriminate L. Thompson Lincoln._ There was no signature on it, but when George flipped over the small note, he saw a small spider printed onto the back of it. Spider-Man.

He unwrapped the box and opened it to find a small usb drive inside. Examined it for a little bit before finally letting his curiosity get the better of him and plugged it into the computer.

There was only one file on the drive, a video. He opened it up to find the image of some lavish office. There were four men in the room, two were in yellow and red, George remembered that they went by Shocker, another was in a blue pinstripe suit with a forehead like a brick, and the fourth was a tall man with skin white like snow, red eyes, and nails like claws in a black suit, almost like a vampire. He watched as the man in the pinstripe suit forced one of the Shockers onto his knees. The pale man walked over to him and ripped off his mask, George recognized him, Montana. The vampiric man then put a red mask on Montana, the same mask that Spider-Man wears. He then took Montana's head in his hands and slowly pressed them together, crushing Montana's head in his hands. He then let go of Montana and let his corpse fall to the floor.

George stared at the screen in shock barely able to believe what he just saw. After a while, he shook his head and recovered from the sight he just saw. He stepped out of his office and made a loud whistle to get all of the officer's attention, "Everyone, I am putting out an APB on L. Thompson Lincoln."


	17. The Search

Chapter 17: The Search

"According to a recent statement made by the police, L. Thompson Lincoln is currently being accused of the murder of Jackson Brice, AKA Montana," The reporter said on the news report that Peter and Gwen were watching, "if you spot this man, do not approach him. Please contact the police if you have any information regarding him."

"We did it," Peter said, "we actually did it."

"Why are you surprised," Gwen said, "I mean, was there ever any doubt we could."

"Yes," Peter said, "like when I was kidnapped, when we literally had zero leads, or what about when I had to fight the fearsome five."

"Fearsome five," Gwen said, "that's just stupid... although if they had one more member, a way cooler name comes to mind."

"Whatever," Peter said, "point is there were ups and downs as things went along, but now we finally got the upper hand."

"With police hunting Tombstone, we have more than the upper hand," Gwen said with excitement, "all of his assets will be frozen and he'll have nowhere to run."

"Now we just need to find him."

"That is our biggest problem," Gwen said, "seeing as how he now is tied to an actual crime, he'll either go underground and attempt to keep his hold on his criminal empire or try to flee the country to escape the American legal system."

"Either seems likely," Peter said, "and either way we need to find him and turn him in. Where could he have gone."

"I don't know," Gwen said, "the minute that APB went out, Tombstone vanished."

Peter hummed in thought, "he couldn't of left the country yet, he would've needed to fly out and he can't do that due to a lack of necessary time and assets."

"It is possible he got out of the city though," Gwen said.

"He wouldn't want to leave," Peter said, "not yet at least, he's not the type to let go of a grudge. I stop a couple of his jobs, he sends mercenaries. I stop his mercenaries, he gives them super suits. I stop the guys in super suits, he gets more. Every time I stop him, he escalates the situation."

"You think he's going to come after you," Gwen said.

"Not personally," Peter said, "but he will want to make sure that I'm taken care of, I think he'll stay in New York until he thinks I'm dead."

"Let's assume you're right," Gwen said, "let's assume that he actually is still in New York until you're dead, how does this help us find him?"

"Well if I'm right," Peter said, "emphasis on if, then we have the perfect bait." Peter raised his hands above his head and pointed at himself.

"You're going to use yourself as bait?"

"It's surprisingly not the dumbest thing I've done," Peter said, fiddling with his web shooters, "it also wouldn't be the first time that I used myself as bait."

"That doesn't mean I have to like it," Gwen said, "besides I doubt that Tombstone will come out just because you go to some major New York landmark and scream 'come at me bro'."

"So what do you recommend?"

"I recommend we think this through," Gwen said, "that's always been our advantage. While Tombstone always thinks with his muscles, sending his thugs to use brute force against us. We win by out thinking them. Not to mention I memorized most of Tombstone's black sites when I saw his map, eidetic memory comes in handy sometimes."

"So what," Peter said, "Stopping his black sites isn't going to change much. If anything he'll shut them down and stay away from them putting us back at square one."

"Not what I had in mind," Gwen said, "there's sites like this all over the city, which means he can't personally manage all of them. I'd assume he has, like, commanders or lieutenants operating them. Or maybe it's generals? No, I think his super soldiers like Hammerhead and Shocker would be generals. or maybe.."

"Does this rambling have a point," Peter interrupted.

"Oh right," Gwen said, "Sorry, got lost in the idea of criminal rankings. Anyways, assuming that they are run by a lieutenant or something, then we can also assume that they would have close ties to Tombstone himself."

"And how do you plan on getting them to talk?"

Gwen let out a smile that legitimately scared Peter, "how is your interrogation voice?"

 **o0o**

Jack looked out over the warehouse. It seemed that the Big Man's weapons caches have been more active than, however that made sense considering what Spider-Man had done. Now the Big Man was in hiding, not that he had been in the public eye a lot before. He was going to stay in hiding, stay until he had Spider-Man on a silver platter. He was only going to come out then, just long enough to kill him. And that's where the weapons came in."

His warehouse was being loaded with new weapons to take down Spider-Man. These crates ranged from Stark, to Hammer, to Oscorp. The big names of military grade weapons. The Big Man was not fooling around anymore. The next time the spider was even a blip on his radar, the Big Man was going to nuke him to kingdom come.

His phone began to buzz in his pocket, a call from his wife. He sighed, she was probably wondering where he was. He didn't want explain that his boss was about to go to all out war against the city's resident vigilante, or rather one of the city's resident vigilantes. Either way, he was going to have to get home before his wife asked more questions.

He slowly got off the catwalk where he was perched, he had been watching all the weapons being shipped in from there, and made his way to the exit. He walked out the small back door, making his way down the four steps, and then something catching him by the foot and dragging him into the air.

He screamed as he was dragged up until he was at the roof, being held over the edge by a red and blue figure. "Hi there," Spider-Man said, "I'm looking for the guy in charge of this place."

"You're him," Jack said, "you're Spider-Man."

"The one and only," Spidey said, tapping his foot on the roof, "now who's in charge of this place."

"You think I'm gonna tell you anything," Jack said, "the day I tell you anything is the day I suck my own d..." Spidey loosened his grip on the web line that was attached to Jack's foot to let it slip through his hands a bit, causing Jack to scream as he got closer to the ground. "I AM," Jack said between his screams, "I'm in charge of this place."

"Oh thank god," Spidey said, "and here I thought that I was actually going to have to go looking for someone, you have made this a lot easier."

"Are you really telling jokes during an interrogation," Gwen said over the comms, "you need him to be afraid of you to get answ..." Spidey tapped his ear to turn off his comms.

"Okay buddy," Spidey continued, "normally I'm a little nicer about stuff, the kind who would buy you a fancy dinner to get you to talk, but I'm in a hurry and a bad mood. So let's make this quick and you tell me where Tombstone is."

"Screw off," Jack said, "you don't know what you're messing with. We have some serious weapons in there. Weapons from Oscorp, from Hammer..."

Spidey let the web line slip again, causing Jack to scream again. "I am not scared of Hammer or Oscorp technology," Spidey said, "I've dealt with enough of it to not be. You, however, should be afraid of me."

"And why's that."

Spidey let the web line slip a little more, "because a face first fall from this height is going to snap that pretty little neck of yours. Now you would't want that, would you?"

"I'm not scared of you," Jack said, "I'm scared of the Big Man. He's killed people, you haven't."

'Well there's a good reason why I haven't killed anyone before," Spidey said. He let the web line slip just a bit more, "it's most people are smart enough to give me what I want before they find out. Now stop playing with me, because I'm running out of patience..." He let the web line slip a bit more, "and you're running out of web."

"OKAY," Jack screamed, "I don't know where he is, I promise, but I know he is looking for you."

"Thanks captain obvious," Spidey said, "tell me something that could encourage me to not drop you."

"He is hiding out at one of his black sites though," Jack continued, "which means he's just as prone to the magic trick protocol."

Spidey leaned in a bit, "what's the magic trick protocol?"

"When too many black sites are attacked, then we know someone has found the list and is targeting them. That's when we engage the magic trick. Basically, we clear out all the black sites and move the contents to single, secure location until the heat dies down. The list of who know about magic trick's location is short. Hell, I don't even know."

Spidey hummed in thought, "so if Tombstone is hanging out in one of those black sites, he'd have to move to the magic trick location." Spidey gave a smug smile despite the fact that it could't be seen through his mask, "thanks for the info buddy, but I want you to know something before I let you go." He pulled a small wallet from behind his back, "you dropped this when I picked you up, it's amazing what you could learn from someone's wallet." Spidey flipped it open, "so Mr... Jack Riser, I now know some things. Things such as your weight, height, eye color... address..." He then flipped it around to show a picture of Jack, a woman, and two kids, "and I know you have a lovely family."

Jack grimaced, "you wouldn't dare."

"I won't," Spidey said, "that I promise, but only if you promise me that this conversation stays between us. You're going to take your family, you're going to skip town, and if a word of this reaches Tombstone, then there is nowhere in this world that's safe. Do we understand each other?" Jack nodded. "Perfect."

Spidey let go of Jack, letting him fall to the ground. Jack watched as he fell, almost certain he was going to die, that the spider was going to let him hit the ground to keep him quiet. Right before he hit the ground, his face inches from hitting the floor, a web line caught his leg and held him in the air. He dangled there, staring at the floor, thanking god that he wasn't dead.

 **o0o**

"Okay," Gwen said as Peter slipped back into the window, "I know I said jokes aren't good for intimidation, but what you did was legitimately bad ass."

"I thought I turned you off," Peter said.

"You turned off the receiving, your comms were still transmitting. Plus, I still had a full visual from the cameras in your lenses."

"Either way," Peter said, throwing his mask onto the desk, "we now have a way to track Tombstone down, we just need to take out enough of his black sites and then wait until they go running like chickens with their heads cut off. After that, we just follow them."

"Easier said than done," Gwen said, "Taking out multiple black sites by yourself is not going to be easy. Like the guy said, they have weapons from Hammer Tech and Oscorp. Even for a super human like you, taking on a bunch of guys with that kind of weaponry is not going to go well."

Peter hummed in thought, "you're right. We're gonna need backup."

"What kind of backup? Unless you know about any other super powered vigilantes in New York, we're on our own."

"If anyone would know more about super powered vigilantes, it's you."

Gwen thought for a second, "well there is a guy in Hell's Kitchen, but I don't think he has any powers."

"I have no idea what you're talking about."

"Something else," Gwen said, "either way, how do you plan on taking down these black sites."

Peter sat down in a chair and looked at the ceiling, "weren't there money caches as well as weapons caches."

"Yeah," Gwen said, "Why?"

"There will be less weapons there," Peter said, "probably only a couple of guards to make sure that none of the cash is taken. Limited weaponry to deal with if we only take those on. We take out those, we might be able to trigger magic trick. Then Tombstone will play into our hands."

"Even if we don't then we'll at least limit his spending," Gwen said, "but assuming that he does take part in magic trick and ends up going to his super black site, what's your plan then? If you go in guns blazing, then you'll end up having to deal with all the weapons we're trying to avoid and more. Go in stealthily, then you'll still have to get out with Tombstone, and there's no way that you're doing that stealthily. So you're going to have to leave guns blazing."

Peter hated when she was right, "so what's the plan then? Even if we activate magic trick, we still have to invade his super black site and there's no easy way for us to do that. Not without help."

Gwen suddenly perked up, the light bulb in her head sparking to life, "but we do have help now."

Peter looked at her like she was crazy, "I don't follow."

"It isn't like before, back when we didn't know who Tombstone was, now we actually have a whole city against him. But more importantly, we have a police force against him."

"Police who are armed and able to help us raid," Peter said, standing up with excitement, immediately realizing the problem, "but they are still as susceptible to Tombstone's new arsenal as I am."

"That's why we're only going to have them help raid the money caches," Gwen said, "that will set off magic trick. From there, I have a plan."

"Why does your plan scare me more than any weapon that Tombstone could have?"

 **o0o**

George slowly dragged his feet as he got out of the elevator and made his way to the office. Ever since he had put out the APB on L. Thompson Lincoln, the whole city had been in an uproar. Civilians were beating at the precinct's door to complain, saying there was no way in hell that one of the most charitable men in New York was actually a murderer. Reporters were demanding a statement, wanting to know why the police captain has suddenly labeled Lincoln as a criminal (no one in the precinct was willing to admit that they got their evidence literally gift wrapped by a vigilante).

His whole morning had been dealing with people he did not want to deal with, it was miserable. After all the bull he had been through, he needed a break. He dragged his feet to the office and closed the door.

"Finally," Someone said. He quickly jerked his head to see Spider-Man was casually laying on the couch in his office. "I've been waiting here for like an hour. What took you so long?"

George quickly pulled out his gun and pointed it at Spidey, "get down on the ground, hands in the air."

Spidey got to his feet and put his hands in the air, "hold on a minute, I just want to talk."

George scanned him up and down, "how'd you get in here?"

"You left your window unlocked."

"It's a window on the top floor."

"And I crawl walls, what's your point?"

"You certainly have a smart mouth on you."

"I get that a lot. Now can we talk, preferably with out the lead propeller between us."

"You have a right to remain silent," George said, not lowering his gun, "I suggest you use it."

"I also have a god given right to freedom of speech," Spidey said, "listen, I have important information regarding L. Thompson Lincoln, or Tombstone as I have come to know him."

"Tombstone," George said, tilting his head in confusion, "like the big crime boss?"

"Exactly like the big crime boss. In fact they're the same person. I've come to the conclusion that he's still in the city thanks to one of his lieutenants telling me as much, and he'll stay here until I'm dead. He kind of has a bit of a grudge against me for, you know, turning the entire NYPD against him."

"And why shouldn't I take you in, question you on your information, and lock you up for good?"

"Because he has deep ties in the prison system. Deep enough to get five highly dangerous criminals, some with life sentences and some with super powers, out of jail. If you lock me up, you hand me right to him, and then he's gone. There are only two options here, we're either going to have a nice conversation like civilized human beings, or you're gonna listen while I talk. Either way, you need to hear this if you want even the slightest chance of taking him down."

George stared at Spidey for a long time, finally lowering his gun so it was pointed at the ground.

"Thanks," Spidey said, "uh... can I also lower my hands, my arms are really getting tired."

George waited for a long time, "fine."

Spidey let out a sigh of relief, "thanks, I was really starting to lose blood flow."

"Speak fast bug," George said, putting his gun away and sitting at his desk, "and consider yourself lucky that I'm not arresting you on the spot."

"I'm an arachnid," Spidey said.

"I don't care."

"No one ever does," Spidey said, pretending to cry. He immediately went back to being serious, "anyways, down to business." He reached into his hoodie pocket and pulled out a sheet of paper, unfolding it to reveal a map of the city with various buildings marked, "this is a map of various illegal black sites belonging to Tombstone. Each one has a different purpose. Some have cash, some have prisoners, I know that from experience, and some have weapons, I'd recommend staying away from those ones since those have weapons that _I_ would consider dangerous."

"What does this have to do with anything?"

"We need to take a couple down, enough to get him to clear out his black sites. Once he does that, he'll give away wear he's hiding."

"How do you know this?"

"I already told you, I had a friendly chat with one of his lieutenants."

"I feel like it wasn't that friendly."

"Friendly enough." Spidey pointed to a couple points on the map, "I'd recommend these ones, they're his money caches. If you take those out it'll limit his resources a lot."

"What about the weapon caches," George said, pointing to another spot on the map, "I'd figure it would be better to take those down because it'll reduce his arsenal."

"Then he'd just buy more," Spidey said, "that was why I recommended the money caches. If we limit his spending, we reduce his arsenal. And like I said, those weapon caches are dangerous. I investigated all of these before I came here and those caches have weapons from Oscorp, Hammer Tech, And Stark Industries. Nothing police would want to mess with. Hell, I don't want to mess with them."

"I guess you have a point," George said, "you said if we take these down, he'll clear out the rest, right?"

"Yeah, and I'll be able to take him on from there."

"But won't all those dangerous weapons you're trying to avoid all be with Tombstone?"

"A friend of mine came up with a plan to deal with those," Spidey said, "we just need to hope it works. It's... kind of a crazy one."

"You're not reassuring me."

"I'm not that reassured either," Spidey said, putting his hands behind his head, "but right now, it's the best plan we got." He reached back into his hoodie pocket and pulled out another slip of paper, "Speaking of my friend, she also gave me some other instructions to pass on to you."

"Can I ask who this friend is?"

"Spider-Girl," Spidey said instantly.

"SPIDER-WOMAN," Gwen screeched into the comms.

Spidey gripped his ear in pain, "I thought you said you weren't on comms?"

"I said I had other things to deal with," Gwen said, "I finished those, and now I come back to hear you getting my name wrong."

"Are you talking to someone," George said.

"I have Spider-Girl on comms," Spidey said.

Gwen was clearly upset, "SPIDER-WOM..." Spidey shut off his comms before she could finish.

"Now that I've shut her up," Spidey said. He unfolded his paper, "according to her, you should only bring officers you trust, there's a possibility that Tombstone could have some officers on his payroll. Be prepped in full SWAT gear, their weapons won't be Oscorp level, but it'll still be dangerous. And that about covers it."

George sighed, "I'll prepare a team to take these caches out, and what are you going to do?"

"I'm going to be on standby," Spidey said, "and prepping for Tombstone to rear his ugly head."

George looked over the plan, "are you sure it's going to work?"

"We're never sure. Our plans are kind of insane, especially my associates."

George sighed, "you should honestly think these things through more."

"What's thinking?" Spidey jumped over to the window and sat on the sill, "I'm afraid that this is where I'm going to have to take my leave good buddy." He reached into his hoodie and pulled out what looked like a walkie talkie, "this is a long range communicator, you can reach me wherever I am in the city. And no, you can't track the signal, I made sure of it personally."

"What do I do with this," George said.

"Tell me when you're going to raid the places," Spidey said as he pushed himself onto his feet and stood on the sill, "I kind of need to know that for this plan to... probably work. Also, be sure to call everyday, you know how your mother and I worry."

"Do you ever shut up?"

"Not while I'm breathing." Spidey then spread his arms out and fell backwards out of the window. When George walked up and looked out, he could see that Spider-Man was gone. He proceeded to close the window and, considering hs recent encounter, locked it.

 **o0o**

Despite not giving him much advice, George still had trouble following Spider-Man's advice. He didn't know many of the officers personally, only a select few, so trying to find officers that he could trust wouldn't tell anyone about this operation was hard. It took him about two days, but he finally managed to come up with not just one strike team, but three.

While he wasn't sure what Spider-Man would think, he knew this was more efficient. He could take out several of them out all at once, hopefully getting those black sites cleared out like the spider had planned.

Spider-Man's plan was honestly vague, but at least George knew that the spider was against Lincoln. As much as he hated to admit it, Spider-Man was good for this city and what he was doing was helping. He could even go so far as saying that he could trust in the spider's plan, not that he would admit that to anyone (especially not Spider-Man).

Even if he didn't trust the spider's plan, he trusted the information that was given to him. Even if the plan didn't work, George's assault against these illegal black sites was still going to make an impact against Lincoln. the only thing he hoped was that at the end of it all, Spider-Man's plan worked. As much as he wanted to stop Spider-Man because he was a criminal, but right now, Tombstone was more important.

"Sir," one of the officers that was on his team said, George couldn't tell who it was because of the helmet, "the team is ready to move in."

"Okay," George said, putting on his own helmet and pumping his shotgun, "are all the teams in position?"

"Yes sir, all of them are going to move in on your command."

"Alright," George sighed out, "Give me one second." He reached his belt and grabbed the long range communicator Spider-Man had given him, "You there bug?"

It took a couple of seconds, but eventually a transmission came through, "arachnid."

"Fine," George sighed, "are you there _arachnid_."

"Yes I am," Spidey said with glee, "I am _sooooo_ glad you called, you would not believe what Janet did at work today."

George waited for a minute, "are you done?"

"Never," Spidey said, "but I assume you are, so let's move on." His tone changed to a more serious one, "why are you calling?"

"I'm moving in on several of those black sites," George said, "if you're right about this, it should seriously help stop Lincoln. But if you're wrong..."

"Then you're storming into a bunch of empty warehouses and I'm back to square one. No pressure."

"Is everything you need for your plan ready?"

"Hopefully. For as vocal as Spider-Girl is..." George could hear a girl yelling in the background. "For as vocal as Spider-GIRL is, she doesn't let me in on her plans until it's convenient for her and I'm in pain... a lot of pain." George could hear more yelling from Spider-Girl in the background, Spidey yelling something extremely profane back at her.

This went on for a full minute before George finally interrupted, "are you two finished? We still have other matters to discuss."

Spidey yelled one last thing before they both shut up, "we're done... for now. Good luck with those raids, I got to run my own errands so I'm prepared. And don't worry, I will be sure to pick up milk."

George sighed, "alright, but this plan of yours had better work."

"Don't hold your breath," Spidey said, "seriously, you may pass out and I still need you."

George turned off his communicator and clipped it back to his belt before turning to his team, "ALRIGHT EVERYONE, GET IN POSITION! WE GOT ONE SHOT, SO WE CAN'T AFFORD TO SCREW THIS UP! ONCE YOU'RE ALL IN PLACE, WE'LL MOVE IN ON MY COMMAND!" All of the officers nodded, made sure their weapons were loaded and ready to fire, and moved into position all around the established perimeter.

George moved towards one of the doors and put his back against the wall besides it. Another officer ran up besides him holding a large sledge hammer to break in the lock. He looked towards George to get his signal, George giving him a light nod for him to do it. The officer smashed the lock with his hammer, kicked the door in, and all hell broke loose.

Officers broke in several doors around the warehouse to find a large open room with several long, metal tables, each one surrounded by people in their underwear counting money. Several men sitting on benches in full suits stood up and pulled out handguns from their belts. A couple of them were take down by other officers before they had a chance to fire, however some of them managed to push some of the tables over and use them as cover. All of the people that were counting money fled for exits, some of the officers helped guide them out while the rest engaged in a fire fight.

In a matter of minutes, the warehouse had become a war zone. All the guards had upgraded from their handguns to shotguns or assault rifles. Bullets flew over head as officers scrambled for cover, either ducking where they could or flipping over the rest of the tables to make some, and hid as the guards barraged them with bullets.

George was personally hiding behind a pillar, watching as small chunks of it were blown off from the other side as bullets hit it. He was pinned down with a lot of the fire focused onto him. There was no doubt that if he were to move right now, he would definitely be shot. He was just going to have to wait for the gun fire to die down before he could move. He could hear constant gunfire from both sides of the conflict, neither letting up. It was chaotic beyond imagine.

Once the fire had started to die down, George popped out and fired his shotgun at one of the thugs. He was pretty sure he hit the thug considering that he went flying back. George then went low and ran to cover right next to one of his officers. "How many are left," George said as he ducked behind the cover next to the officer.

"My last count was 8," the officer said. He sprung up and fired off his gun before ducking back down, "7."

Only 7 left, George thought to himself, then this should be over. He copied the motion his officer just performed, springing up, firing his gun, then ducking back down. 6 left. He then decided to advance to closer cover, two more officers following his lead.

George and one of the officers made it to better cover, the other officer was shot and was lying on the ground. He was still alive, his Kevlar made sure of that, but he was playing dead for the moment so that none of the guards shot him again and changed the fact that he was still alive. George couldn't even blame him for it, he didn't want to lose anyone.

George moved towards the edge and poked his head and gun around, fired a shot, miss. He quickly got back behind cover, just in time to dodge a barrage of bullets from hitting him. Eventually the fire at his position abruptly stopped. Considering that there was no way that clip was empty, George assumed that there was 5 left.

George repeated his earlier motion of springing up and firing, 4 were left, springing back behind cover.

He poked his head around, just enough to see what was going on behind the table that he was currently hiding behind, and saw two of the remaining guards run forward in a charge with guns in tow, only to be shot down. 2 left.

One of the one of the last guards sprung up and fired a shotgun at the table that George was hiding behind. He could feel the impact even through the metal, almost sure that the table had moved a bit when the blast hit it. George sprung up and returned the shot with his shotgun, sending the guard flying back. 1 left.

George was about to have all officers move forward, when a assault rifle was thrown over the from behind the table where the last guard was. All of the officers pointed their weapons in the spot where the weapon flew from, only to see a man spring up with his hands in the air.

"I give up," the man said, "I surrender." He got on his knees and put his hands behind his head. One of the officers ran up, put his hands behind his back, and put handcuffs on him. Some officers gathered all the evidence, some helped any of the people that had been counting money out of the warehouse (likely taking them back in order to question them), and the rest were merely recovering from the chaos that they had just been through.

All George could do was sit down and contemplate how he had managed to actually take down this place. One of the other officers came up and told him that the raids on the other black sites had gone just as well. He had done his part, now he just needed the spider to finish the job. George just hoped that he could.

 **o0o**

Tombstone looked over the railing and watched as truck after truck came in, unloading their contents into his warehouse. Spider-Man must have delivered his black site map to the police, but it didn't matter. Tombstone had prepared for this long ago, he was always prepared in case his sites were ever discovered. He was prepared for everything.

Everything, until Spider-Man came into play. He was more than just a thorn in the side now, he was actually a threat. A mere child had taken down some of his best men with technology that some people couldn't even begin to imagine. He was an annoying brat, but Tombstone refused to let him win anymore. He had planned ten steps ahead of the spider and was ready for anything that Spider-Man could do now no matter what.

Tombstone turned and retreated to the office that had been set up for him. "Sir," Hammerhead said as he walked up to him, "I still recommend we leave. The spider is good at making enemies, he will eventually get himself killed. There is no reason for us to stay here."

"There is one reason," Tombstone growled, "I want to personally squeeze the life out of him. I want him to beg as I crush his skull. I only regret that I did not kill him sooner."

Tombstone entered his office and turned on the light. As he did so, his desk chair spun around to reveal a familiar red and blue hero. "Mr. Bond," Spidey said, steepling his fingers and rolling them against each other, "I have been expecting you."

"Spider-Man," Tombstone growled, "How..."

"Did I find you," Spidey finished, "let's just say, not all of your lieutenants are loyal. I learned about your little magic trick, then triggered it. After that, I just had to follow the trucks here. You played right into my hands."

Tombstone bowed his head for a second before Spidey noticed something, he was laughing. "You think you're so clever don't you," Tombstone said between his laughter, "you think I wasn't expecting this. No, I was hoping for it. I told my lieutenants to give you information if you came looking, making sure that it was believable, so that way you would try and activate this so..."

"SO I CAN FINALLY KILL YOU," Hammerhead said, charging headfirst at Spidey. Spidey flipped onto his hands on top of the desk and pushed off it just before Hammerhead crashed through it.

"Seriously," Spidey said as he clung to the ceiling, "you've had all this time to come up with something clever and all you do is shout about killing me. That's..." Spider sense, blaring more than ever. He jumped off the ceiling right before a shocker blast blew away the ceiling where he was standing. Spidey landed on the floor and realized why his spider sense was going crazy.

He could see countless numbers of people in Shocker suits, Oscorp prototypes, and some he couldn't even recognize through through a hole blasted in the wall.

"It's over spider," Tombstone said, "there is no way in hell you can take on an army like this."

Spidey laughed, "sorry, but I'm afraid that I'm the one who's ahead now." He tapped his ear to activate his comms, "NOW!" Spidey stood triumphantly as his plan went into action. However, nothing was happening. Spidey tapped his comms again, "um... you there, have you activated it yet?"

"It's not working," Gwen said, worry in her tone, "I don't know why, but it's not working."

"WHAT," Spidey shouted, "WHAT DO YOU MEAN IT'S NOT WORKING?"

"I mean it's not working," Gwen said, "something's wrong with the wiring. Give me a couple of minutes."

"I DON'T HAVE A COUPLE MINUTES," Spidey said "I HAVE A LITERAL ARMY READY TO KILL ME!"

"Stall."

"Great," Spidey mumbled to himself, "after all I've been through, this is how I die." Spider sense blared up, Spidey leaped through the air in order dodge another Shocker blast. He fired a web line and pulled himself out into the warehouse. At least now he had room to swing and dodge. "Can you give me an ETA," Spidey said into his comms, "I forgot to refill my web shooters and don't have any extra web cartridges, so I may not have much time."

"I'll have it up as soon as I can," Gwen said, "until then... Please, don't die. Helping you may be the best thing to happen to me."

"Glad to see my safety is what you care about." Spidey sprung up just n time to dodge a missile from one of the guys in an Oscorp suit, firing a web line onto his chest and throwing him into a couple of guys in Shocker suits. He then got blasted from behind by another Shocker. He landed on his chest and rolled around in order to fire two web lines onto each of the Shockers wrists, activating his taser web to short circuit the gauntlets. He then pulled the guy close and kicked him so hard in the chest that he went flying through the air and landed on a group of guys charging at him.

He rolled back onto his feet, his spider sense blaring the second after. He jumped in the air just in time to dodge one of the guys in an Oscorp suit. The guy struggled as his fist sunk into the ground, Spidey took the opportunity to spin around and kicked him hard in the face, knocking him out.

Spidey then got hit in the back by some sort of laser from one of the suits that he couldn't identify. He flew across the room and slammed into a wall. He pushed himself back on his feet noticing that all of the people in suits were moving in on him. He fired a web line in order to pull himself away, but his shooters didn't fire. He was out of web, and worse, out of luck.

There was nowhere for him to go. If he went up, he'd just be jumping across the wall trying not to get hit by a barrage of ranged attacks. All he could do was wait, this was the end.

"GOT IT," Gwen shouted. Spidey could hear a loud bang and felt electricity down his neck. All of the people in Oscorp suits fell to the ground, the weight of the suits being too much. The Shockers tried to fire at Spidey, but none of their gauntlets worked. "I got it working," Gwen said, "please tell me you're still alive and I didn't do this for nothing."

"A little sore," Spidey said as he pushed himself back to his feet, "but I'm still alive."

"WHAT DID YOU DO," Tombstone shouted as he pushed through all his men, "HOW?"

"A localized EMP," Spidey said, "made it a while back, used it on the Shocker twins in order to take them down the first time. Kept it lying just in case, glad we did."

"You... you..." Tombstone stuttered, as if trying to find the worse word that he could think of.

"It's over," Spidey said, "there's nothing left that you can do. No matter how many guys you bring on, I'll beat them all. No matter how hard you fight, I'll beat _you_. It. Is. Over."

"No," Tombstone said, "NO. I... I CAN'T LOSE!"

"But you have," Spidey said, "and there's nothing you can do now."

Tombstone huffed a bit before finally letting out a laugh, "I'd hate to say this, but you're right." Tombstone got down on his knees and put his hands behind his head, "I surrender."

Spidey choked on his words for a second, "I... I'm sorry... can you repeat that."

"I surrender," Tombstone reiterated with a sickening smile, "I give up."

Spidey froze up in shock. From the look of it, so did all of Tombstones men (especially Hammerhead). None of them could believe what was happening, despite the fact that it was happening before their very eyes.

After all this time, Tombstone was just surrendering. After all this time, Spidey had done it. He... He won.


	18. Last Stand

Chapter 18: Last Stand

"WE DID IT," Gwen cheered, dancing around the warehouse, "WE DID IT! WE DID IT! WE! DID! IT!" She walked over and reached into her bag, pulling out a bunch of party poppers and popping all of them.

Peter smacked a couple of the strands of confetti out of the air, "how long were you keeping those?"

"A _looooooooong_ time," Gwen said with glee, "I got those right after we started hunting for Tombstone and I've been saving them for this moment."

Peter paused for a minute, "okay... but what if we didn't catch him?"

"I was going to rig a system to remotely set it off at your funeral."

"That... I don't even know where to start with how horrible that is... You need serious help."

"I can get that later," Gwen said, walking over to a cooler bag, "right now, we have to celebrate." She reached into a bag and pulled out a couple glass bottles and two flute glasses. "I got my hands on this a while back, been saving it for a special occasion."

Peter fired a web line and pulled a bottle out of her hands to examine it, "Gwen... this is champagne... why? How?"

"I sneaked it from my dad a while back," Gwen said as she took the bottle back, "like I said, I was saving it for a special occasion, this seemed perfect."

"Okay... but this is champagne."

"Oh really, I didn't know."

"We can't drink this."

"Sure we can. I won't tell anyone if you won't."

Peter decided not to argue with her, and just took one of the glasses. Gwen popped the champagne and poured some into both of their glasses. Gwen lightly sipped t, but Peter couldn't help but stare blankly at his glass.

He hadn't had his mind... all there. Not since they captured Tombstone. He couldn't help but think about it. After all that fight, all those threats, he just gave up? Peter couldn't wrap his mind around it. Even after webbing up Tombstone (Gwen had to bring him more web cartridges, which made it weirder that Tombstone gave up and didn't put up some sort of fight) after the police picked him up, and after he was charged, Peter still couldn't stop thinking about it. He had called the police captain several times in order to make sure that no one had sneaked him out of his cell or that he had done something. The captain assured him that there was nothing wrong, and Peter was also pretty sure that he got so frustrated with Peter's calls that he actually threw the communicator out the window (a loud crack being the last sound he heard and then there were no more communications made him think as much). There just wasn't something right about it, but he couldn't figure it out.

"You gonna drink that," Gwen said as she pointed at Peter's glass.

Peter shook his head, "I probably shouldn't drink and swing."

Gwen laughed and took the glass, "suit yourself." She quickly gulped down the champagne.

"You might want to take it easy," Peter said, noticing that while he was lost in thought, she had already finished one of the bottles and started another, "you have to walk home and I don't think that you want to be on the streets like that."

"I'm fine." Gwen then let out a small hiccup.

"Okay, now I need to drink some of that because you are a light weight and I do not think you should have that whole bottle." Peter snatched the bottle from her hands, him actually having to pry it because she was stubborn, and poured himself a new glass, drinking it down. It was moderately fruity with little bubbles, Peter actually thought it wasn't that bad.

"I think this calls for a toast," Gwen said, raising her half empty glass up and letting out another hiccup. Peter let out a light laugh. He didn't want to ruin her fun with his concern, so he went along. "To stopping Tombstone," She said with such enthusiasm. Yet despite his friends cheery demeanor, Peter still couldn't shake this feeling. The feeling that something was wrong, it was just a feeling he couldn't quite escape.

 **o0o**

Peter walked into school the next day, surprised to hear that he was the talk of the town. Well, not him exactly. Word that Spider-Man had aided in the arrest of L. Thompson Lincoln AKA Tombstone spread fast, and high schoolers loved to talk.

Some of them still seemed to be in disbelief that L. Thompson Lincoln could do something like that, others were simply talking about how cool it was that Spider-Man had taken down a crime boss. Either way, Peter was pretty proud of his work.

"Dude," Harry said as he ran up behind Peter and threw his arm around him, "did you hear about this Lincoln stuff."

Your arm is on a bruise that says I did a lot more than hear about it, Peter thought to himself. He decided he should probably not say that out loud. "Yeah," Peter said, letting out a grimace of pain as he removed Harry's arm off of his bruise, "I heard."

"It's crazy," Harry went on, "I actually met him a couple of times, he had some shares in my dad's company so he had to come to board meetings. He always seemed so nice. Guess you never really know a person, huh?"

"Yeah," Peter said, trying not to laugh at the irony, "guess you don't."

"Hey guys," someone groaned behind them. They both spun around to see Gwen hunched over behind them. She had flipped up the hood on her hoodie and was wearing the darkest pair of sunglasses any of them had ever seen. She was extremely pale and Peter was pretty sure that she was this close to throwing up on his favorite jacket.

"What happened to you," Harry said as he scanned Gwen up and down, "did you get hit by a train or something?"

"Or something," Gwen groaned, "honestly a train seems way better right now, at least that would be quick and relatively painless." She gagged a bit, making Harry and Peter step back, "so, I found out that apparently champagne gets you drunk faster because of the..." she gagged again, "the bubbles... help it get in your bloodstream faster and... the... the chemicals make it so that the hangover the next morning is... is way worse." Gwen then looked around, "was this room always spinning?"

Peter tried to contain his laughter. He failed. "You know, I want to say I told you so, but I don't think you remember me telling you not to drink it."

"I don't even remember you being there."

"Okay," Harry said, "I'm just gonna assume the funniest possible scenario involving those comments, save it for later, and be a good friend now." He put a comforting hand on Gwen's shoulder, "maybe you should go home?"

"Can't," Gwen said, " I already missed school, can't miss again."

"This is only the second time that you've missed all year," Peter said, "plus you're ahead of everyone else in the class, I think you can afford it."

"No," Gwen said, lightly shaking her head, "I'm fine. I just need to..."

"DID YOU GUYS HEAR," Flash said as he ran up to them, patting Gwen on the back as he did. She gagged again. Judging be how she held it for a moment, Peter assumed she threw up in her mouth.

"Okay," Gwen said once she recovered, "I can afford a day off. Tell the teachers... I died or something." She slowly dragged herself back to the front of the school.

Flash watched in confusion as she dragged her feet around the corner, "what... do I want to know."

"She partied a bit too hard," Peter said, "her dad's a cop, so maybe they were celebrating a big arrest."

"Yeah," Flash said, "well, on the topic of big arrests, did you hear about what Spider-Man did?"

"We heard," Harry said, putting his hand on Peter's shoulder. Peter got that 'more than hearing' feeling again as he did so. "We were just talking about it before you got here."

"Yeah," Peter said, grimacing as he pushed Harry's hand off again, "thought it was pretty cool."

"More than pretty cool," Flash said, "Spider-Man took out one of the biggest names of crime in all of New York. People are going to be talking about this for a long time."

"Well," Peter said, "I'm sure the NYPD helped a little bit." He honestly felt like it was wrong to take all the credit for himself considering that he truly hadn't done it alone.

"Well," Flash said, looking up in thought, "I guess they did actually arrest the guy, but Spider-Man was still the star in this scenario."

"I guess I can't argue with that," Harry said, "I heard that he took on a bunch of those super villains all by himself."

Peter was honestly a little flustered, hoping that it was not showing on his face. Either way, he covered his face in order to hide it. Luckily, no one seemed to notice. He wasn't used to everyone praising him like this, even if it wasn't at him directly.

The bell rang and all of them slowly proceeded to class. Peter honestly didn't want to go considering everything that had been happening, but he had been missing a bunch of school due to Spider-Man. He should probably attend some classes. At least today they had a sub for science, he honestly didn't want to think today.

Peter drew in the margins of his notebook, random things like spiders, a bird, and a scorpion (completely random), as roll was called. He only looked up when his name was called, and once more later. "Gwen Stacy," the sub called, "is Gwen Stacy here?"

"She was here," Peter said, looking up from his notebook, "but she had to go home. She wanted me to say... uh... oh yeah. She wanted me to say that she died or something."

 **o0o**

"Aunt May," Peter said as he walked in the door, "I'm home."

"Hi Peter," Aunt May said as she walked around the corner with a large basket of laundry, "I was just taking these out of the wash."

Peter could see her struggling with it, "here, I'll help." He grabbed the basket with one hand and lifted it up.

"Oh my," Aunt May said, "when did you become such a strongman?"

"Oh... well," Peter stumbled over his words as he tried to come up with an excuse, "I've... just been exercising more lately, building up those muscles."

"Well whatever you are doing, it seems to be working."

"Yeah. It's just some rope exercises, but it's effective."

"I can tell."

Peter placed the basket on the table. "I'm gonna head down to my lab. I'll be up later."

"Okay," Aunt May said, taking out a shirt and folding it, "just be up for dinner."

"Alright," Peter said as he walked down to the basement. Peter was still lost in thought from earlier. He couldn't figure out why Tombstone had surrendered, it didn't make sense to him. He hated not knowing. He knew there was more to this there had to be. It's been eating at him all day. Why had Tombstone surrendered. Sure, Peter had the upper hand in their last encounter, but Tombstone didn't try to fight at all.

And there was that laugh. He laughed as he gave up, laughed as he surrendered. Peter was sure that this wasn't over, not yet.

He sat in his chair, spinning around as he did so, and his eyes were drawn to the mask he had left on his table. It was still eating at him, and he was sick of it. He was going to figure this out, even if he had to do it on his own.

 **o0o**

Police holding cells, truly a lovely place for Tombstone to stay. At the very least he had the cell to himself, used a little bit of his remaining money to secure that fact. At least one thing in this world is always true, you can get anything if you have the right money. He was actually pretty content with his current accommodations, even if they were mediocre.

He was quite content with it all, except for the people in the other cells. They were loud and quite annoying, especially right now. For some reason, all of them seemed way more active then usual. He could here shouting from down the halls ranging from "YOU BASTARD" to "STUDID ASSHOLE" as well as other things that Tombstone found less than ethical. What has them so riled up, Tombstone thought to himself. He quickly got his answer as walked up to his cell and stopped, simply looking in.

Tombstone finally broke the silence, "Good to see you again Spider."

Spidey stared at Tombstone, the latter being able to feel the intensity in the former's eyes, even through those reflective white goggles. "What is this," Spidey finally said, "Why are you here?"

Tombstone laughed, "we both know why I'm here, you stopped me."

"Cut the crap," Spidey said, "we both know there's more to this, that you're not just giving up after all that effort. So what's the end game? You going to use your crack team of lawyers to get a not guilty and try to prove I can never stop you?"

Tombstone shook his head, "actually, the public defenders assigned to me recommended that I take a plea bargain. In return for pleading a guilty verdict, I may only get one life sentence." Spidey didn't answer for a bit, Tombstone could tell he wasn't buying it, "if you don't believe me, ask the defense that was assigned to me. Nelson and Murdock Attorney's at Law in Hell's Kitchen if you want to."

Spidey gave his foe a long hard stare, "we both know that this isn't over, that you're not giving up that easily, so I'll ask again. What is your end game?"

Tombstone laughed, "you can read me like a book spider. Fine, I will admit, I'm not done yet, but you can't stop me. Not now."

"And why's that?"

Tombstone walked up to the bars and slammed his fists against them, "because unless you're willing to reach through these bars and snap my neck right now, you'll never stop me." He planted his head against the bars, "but you won't do that, will you?" Spidey held his ground, maintaining his stare. "I didn't think so." He walked away from the bars and sat back down on the bench in the corner, "I will give you credit Spider, you are a worthy adversary. Putting me in this position, takes a lot from anyone. At least I know that you didn't go unharmed through it all."

"But it's not over," Tombstone continued, "not yet at least. I'm going to get out of here, no matter how much time it takes. I will get out, I have friends in places that you can't imagine that will see to that, and when I do, I will kill every person you have ever loved. It will be slow, it will be painful, and at the end of it all, you will be _begging_ me to kill you." He turned away from Spidey and laughed, "and you know what the best part is, you'll never see the irony at the end of the tunnel."

Spidey was trying to think of what that meant, think of a follow up question, but suddenly alarms went off throughout the holding cell. Police have finally noticed him hanging around their holding cells.

"I guess visiting hours are over," Tombstone said, "but I'm sure that we'll meet again _very_ soon Spider."

Spidey grimaced beneath his mask, "I'm looking forward to it."

 **o0o**

Peter needed to call Gwen. She needed to know about this, and he needed her help. At the very least, they now knew that it wasn't over. If anything, it was just getting started. It was a good thing Peter was ready.

Well, not completely ready. He still needed Gwen to pick up the phone so they could figure out their plan of attack. He missed when she had a mobile phone so he could contact her easily, but now it was much harder. He tried calling her home a couple of times from a payphone, but he ran out of quarters before anyone picked up. He then tried to get her on comms, but she didn't pick up there either. He went to see if she was at the warehouse, but it was as empty as when they had first moved in there. She was somewhere out in the middle of the New York with no way for Peter to find her easily. He might as well wait until tomorrow when he'll hopefully see her tomorrow at school, he was not going to run around New York to find one person. Hell, it was hard enough to find someone in New York if you know where they are.

He decided to head home. He had told Aunt May that he was headed out, but he was certain that she was worried at this point. He came back in through the basement entrance and slipped out of his suit, throwing them into a pile in the corner. Once he had switched back to his street clothes, he walked back upstairs. He was surprised to see that Aunt May wasn't alone.

"Oh," Gwen said, springing onto her feet, "there you are, I've been looking for you."

"I've actually been looking for you too," Peter said, "I needed to talk to you." Peter paused for a moment, "what are you actually doing here?"

"I let her in," Aunt May said, sitting at the table and sipping some tea, "She said she needed to talk to you about this most recent project that you two were working on."

"Yes," Gwen said, "and I get to talk first because what I say is cooler and probably more important."

"Actually..."

"Shh shh shh," Gwen said, "I am talking right now." She reached into her bag and pulled out a small, gift wrapped box, "first off, a victory gift since we beat... I mean, since we finished that project."

"Okay, that's nice, but Gwen..."

"Shut up and open it."

He decided just to go along with it and took the box, ripping the wrapping paper off of it. "Gwen," Peter said, staring in shock of her gift, "this... this is..."

"A phone," Gwen said, "paid for and everything. You see, all the officers who helped take down Tombstone got some huge bonus, including my dad, and so he bought me a new phone, and I got you one so we could get in contact easily."

"Gwen," Peter said in a state of awe, "this is... awesome."

"It's nothing too special," Gwen said, "I got it less for caring and more for my personal conveni..."

Before she could finish, Peter threw her arms around her, "thanks."

Gwen laughed and returned the hug. Peter then let go and pushed away, "okay, this is great, but I still need to talk to you."

"And I'm not done yet, so hold your horses."

"Gwen..."

"That is my name, now be quiet." She pulled out a little card, "I wanted to invite you to dinner." She held out the card for Peter to take it, "my father always makes a huge dinner every time he takes down some big criminal. Since you were a bigger part of... our project than any of us, I thought I should invite you."

"Okay," Peter said, " but first, we need to talk."

"Fine," Gwen sighed, "what is so important that you keep interrupting my amazing generosity."

"Actually," Peter whispered in her ear, "we should talk about this somewhere private." He darted his eyes to Aunt May, and then back to Gwen, "it's about Tombstone."

Gwen's eyes grew wide. "You're kidding right," Gwen whispered back, "what is there left to talk about?"

"Just come down to the basement." Peter walked to the basement stairs and Gwen, with some hesitation, followed. Once they were both down in the basement, Peter shut the door.

"Okay," Gwen said, "what is this?"

"Don't get mad, but I broke into the police precinct and talked to Tombstone."

"YOU WHAT?!"

"I said don't get mad," Peter said, pacing around the basement, "I was way too invested on Tombstone surrendering, couldn't shake the feeling that there was more too it, and I was right. He's not done, not yet."

"So what's his next move," Gwen said, "what is he going to do next?"

"I'm not exactly sure. He said that he was going to get out somehow, and that we'd never see the irony at the end of the tunnel."

"That was the weirdest way that you could've worded that."

"That was how he worded it. I think he's taunting us because he doesn't think we'll be able to stop him."

"Oh really," Gwen said, the purest form of sarcasm in her tone, "what could have given you that idea?"

Peter rolled his eyes, "so what's our plan then?"

Gwen thought for a minute, "for now, hold our ground. We celebrate with everyone else so nothing seems suspicious while we try to figure out Tombstone's next move."

"You want to keep celebrating despite knowing that Tombstone is planning an escape? We have to stop him, we can't just let him..."

"We won't let him do anything," Gwen cut off, "but we should go along with everyone else, at least until we figure out what he's doing."

"You just really want that big dinner you mentioned earlier, don't you?"

"Yes," Gwen said, "but I do think we should play along for now, at least until we know what Tombstone is going to do. We've made our move..."

"And now you want to wait for his," Peter finished. He had to think about the idea for a bit before answering, "fine, we'll play this one close to the chest. At least up until we know what our next move is."

"Agreed," Gwen said. She took the card from earlier and put it on one of the tables, "I put all the information for my dads dinner tomorrow in the card because I didn't want to try and remember it."

"Wait," Peter said, "I understand that we're going to wait for Tombstone's next move, but do I have to go to this fancy little dinner? I feel like I should be preparing for when Tombstone actually does make his move."

"Actually, I already told my dad that you would be there. Besides, I have one more thing I need to give you."

"Couldn't you have brought it with you here?"

"It's not done yet, I need to do some last touches, but it'll be ready by tomorrow. Just show up at the dinner tomorrow and I'll give it to you."

"Can't you give it to me at school?"

"I could." Gwen let a silence hang in the room for a couple of minutes.

Peter sighed, "fine, might as well."

"Great," Gwen said, walking back up the stairs, "you can probably head there after school, just be on time. My dad hates in when people are late."

"Duly noted."

"Anyways, I'll see ya later."

"Alright," Peter said. He plopped down into his chair as Gwen went out the door and out of sight.

 **o0o**

Peter couldn't believe he was doing this. He had gone to Gwen's after school, his backpack still over his shoulder. He should be trying to figure out Tombstone's next move, or just swinging around and stopping crime, but instead he was going to some dinner. This was honestly a waste of time, and he couldn't believe that he was going along with it. One of the major problems with Gwen, besides being the craziest person that he had ever met, she was also one of the most stubborn. He knew that he was going to be sour the whole time, but at least this couldn't get worse.

He walked up to the door to the apartment, and he did have to admit, the whole building looked nice. He was also a little bit excited, after all this time that Gwen had been mooching off his stuff when he came to his house, he looked forward to doing the same to her. If it's nice enough, then he'll come back more often just to annoy her. He knocked on the door, waiting for Gwen to answer. He was surprised by who actually answered.

As the door opened, he saw familiar a tall man with blond hair wearing a black jacket with a red shirt, jeans, and boots. It was the man that had put out a warrant for his arrest. The police captain that Peter had been working with. Three thought went through Peter's head, things go worse, he's never coming back to Gwen's house, and that Gwen had sold him out.

"You must be Peter," he said, making Peter gulp, "Gwen told me all about you."

Yep, Peter thought to himself, she definitely sold me out.

The captain stared him down, and Peter could fell his eyes burning into his very soul. "DAD," Someone shouted from in the apartment. Gwen turned the corner and stepped up behind the captain, "can you please stop intimidating every friend I bring home."

"Sorry," the captain said, "it's my job to be skeptical about everybody, especially a boy who is apparently 'friends' with my daughter."

"DAD!"

"Sorry, sorry," the captain said, "I'll start over." He stuck out his hand, "I'm George Stacy, Gwen's father."

A thousand piece puzzle just miraculously clicked into place in Peter's mind, making him freeze up for a second. "Uh Peter," Gwen said, waving her hand in front of his face, "you still in there?"

Peter finally shot back down to earth, "uh, yeah. Yeah." He took George's hand and shook it, "Peter Parker, I'm... I'm Gwen's friend."

"I know," George said, "Gwen has told me a lot about you."

"How much," Peter honestly wasn't sure if he had been sold out or not yet.

"Not as much as you're thinking," Gwen said, grabbing him by the arm, "now come on in, dinner should be ready soon."

Gwen pulled him into the apartment. It was a nice little place with fancy pictures on the wall, a nice sofa with a glass table in front of it, and a large TV on the wall. Behind that was a large round table that had three chairs around (one was a folding chair, Peter was sure that was for him) and a small kitchen behind that.

"I'll be in the kitchen," Mr. Stacy said, "you two hang out in the living room for a bit."

"Actually," Gwen said, "I needed to show Peter something I've been working on in my room." Her father gave her a skeptical look. "oh please. We both know I won't do anything wrong. I know better than to do that in your house."

"Damn right," He said, pointing a wooden spoon at her, "dinner'll be ready in a couple of minutes."

Gwen pulled Peter by his arm and led him down the hall to and through a door into her room. It had dark blue wallpaper with a couple of science posters on the wall. She had her bed against the wall with light blue sheets on it and a white desk in the corner with various machine parts and a sewing materials scattered across it, red and blue fabrics and threads sticking out of one of the drawers. The window led out to the fire escape where Gwen had set up a small garden and turned it into a garden.

"Give me a second," Gwen said, sitting at the desk and digging through one of the drawers, "I got my other gift somewhere in..."

"Your dad is the police captain," Peter said in kind of a whispered yell.

Gwen spun in her chair to face him, "uh... yeah, I thought that was obvious. How have you not realized this until now?"

"I never thought about it until now," Peter said, "I was a bit more focused on the people trying to kill me."

"It doesn't require much thinking, I told you my dad's a cop."

"You never told me he was the captain."

"Why do you think I suggested him?"

"Because he was the captain and you said he was trustworthy."

"We have the same last name."

"Stacy is a common name."

"A common first name, not last."

Peter sat down in the bed. He had to admit, he should've realized this sooner, but he was a bit too focused on guys like Shocker, Electro, and especially Tombstone. "Alright," Peter said, "I'm just an idiot that didn't think about it because, Oh... what was it... oh yeah, PEOPLE WERE TRYING TO KILL ME!"

"Hey keep it down," Gwen said, spinning back towards her desk, "you don't want my dad to hear you, he may arrest you on the spot."

"Right," Peter sighed, "police captain."

"I found it," Gwen said, pulling a box out from her desk, "hidden under the rest of my fabrics." She got up and walked over to where Peter was sitting, dropping the box on his lap, "this is for you."

Peter looked at the box for a moment. It was just a plain box with a lid, nothing special about it. Peter began to open it, but then Gwen's father came in and Gwen slammed it shut before Peter could even get a glimpse of what's inside.

"Dinner's ready you two," he said, "come and eat."

Gwen walked over to the door, "check the box later. Come on."

Peter stuffed the box into his backpack and followed Gwen to the table.

 **o0o**

All of them sat quietly at the table for a little while. The food was honestly really good, steak, asparagus, and mashed potatoes with gravy. All of it was handmade, Peter always like home cooked meals.

"So Peter," Mr. Stacy finally said, "how did you meet Gwen."

Peter thought for a minute, but Gwen answered for him, "we're in a couple of classes together. I've been helping him... with his job."

"Job," Mr. Stacy said, "what do you do?"

"I'm a photographer," Peter said, "I take pictures for the Daily Bugle. It's just part time though."

"Oh yeah, I've seen those pictures. You're the guy who takes pictures of Spider-Man."

"Uh... yeah."

"Don't grill him dad," Gwen said, "he's just a photographer."

"Sorry," Mr. Stacy said, "just have a certain interest in Spider-Man."

Peter laughed a bit, "why? You a fan?"

"No, not at all. In fact, really don't like him at all."

Gwen could see Peter took personal offense to that, "Maybe we should..."

"What's so wrong with him," Peter interrupted, "he's a hero, saves people and stops criminals all the time."

"He has multiple assault charges against him," Mr. Stacy said, "just because you're hitting someone for the right reason, doesn't mean you should hit someone."

"I personally think that he's doing a good thing."

"And why do you like him so much?" Tensions were starting to rise.

"He helps pay my bills, and I always see him in action. He's a good guy."

Alright," Gwen said, "maybe..."

"Just because he's a good guy does not mean that he's not breaking the law." Mr. Stacy said, "good guys can break laws too."

"Fair enough," Peter said, "but you've seen some of those guys. Vulture, Electro, guys like those can't be handled by the police alone."

"We'd find a way."

"No you wouldn't. It's my job to follow Spider-Man to get pictures. If he can barely handle those guys, there's no way you could."

"NOW LISTEN HERE..."

"HEY DAD," Gwen cut in, "THIS WAS A CELEBRATION FOR YOUR NEW BUST RIGHT? WHY DON'T YOU TALK ABOUT THAT BEFORE YOU KILL EACH OTHER! PLEASE!"

Mr. Stacy growled for a bit, "fine." Peter could see him loosen the grip on his knife. "I doubt your friend wants to hear about it."

"I wouldn't mind," Peter said. Technically he already knew from firsthand experience, but he wouldn't mind hearing about how great he was again.

Mr. Stacy paused for a moment, "well, alright. So we were recently caught L. Thomson Lincoln and have some testimony linking him to crimes related to the crime boss known as Tombstone, not that we needed it. He plead guilty."

So that part was true, Peter thought to himself.

"Always be happy for the NYPD," Mr. Stacy continued, "if it weren't for us, criminals like him wouldn't be behind bars."

"Didn't Spider-Man help," Peter said. Gwen shot him a look that screamed 'shut up or I will personally shut you up'.

Mr. Stacy growled again, "... yeah, he did, but how'd you know?"

"It is my job to know about Spider-Man."

"... Alright. Anyway, the trial was over quick, so tonight, he's on his way to prison with a chopper watching him every step of the way."

Peter let out a light laugh, "I'm sure Rikers will suit him nicely."

"We couldn't send him to Rikers," Mr. Stacy said, taking another bite of his steak.

Peter and Gwen looked at each other for a second. "Why couldn't you send him to Rikers," Gwen said.

Mr. Stacy paused for a second, eyes darting between two kids, "Rikers had to make renovations to accommodate for one of it's prisoners. That electric guy."

"Electro," Peter said.

"Yeah," Mr. Stacy said, gesturing to Peter with his fork, "guards were having trouble keeping him in check, so they had to play musical chairs with prisoners, sending them to various prisons around the city, and shut down an entire wing just to renovate."

"And what's going to happen to Lincoln," Gwen said, "where's he going?"

"I can't tell you about that," Mr. Stacy said, "private matters."

"Please," Gwen said, "we won't tell a soul."

Mr. Stacy grimaced for a second, "alright, but you didn't here it from me." Both of the teenagers nodded. "Alright," Mr. Stacy said, "since we couldn't keep him here, the chief said that we're going to ship him out of state."

Peter stared at Mr. Stacy for a moment, a couple of gears clicking in his head, "what state?"

Mr. Stacy looked at Peter skeptically, "what does it..."

"What state," Peter reiterated, "I need to know."

Mr. Stacy hesitated for a moment, "New Jersey, chief said that he knew a warden there who would take him."

Peter and Gwen looked at each other, coming to the same conclusion. "If he has to go to Jersey," Peter said, "then he'd likely travel through the Lincoln Tunnel."

"You won't see the irony at the end of the tunnel," Gwen said, "that was what he said, right?"

"Yeah."

"Ironic, he's literally going through a tunnel with his name on it and we wouldn't have seen it. Guess that is irony in a sense."

"That's his move. That's what he's planning."

"What are you two talking about," Mr. Stacy said.

Peter and Gwen both stood up. "We have to go," Gwen said, "you just helped us solve a riddle that has been eating at us since yesterday."

"Thank you for everything Mr. Stacy," Peter said running over to pick up his bag, "you really helped us."

"Wait," Mr. Stacy said, "where are you two going?"

"We can meet at the hideout," Peter said, ignoring Mr. Stacy, "I left my stuff there, so I need to grab it, and we can go over everything."

"Meet you there," Gwen said. With that, both of them ran out the door.

Mr. Stacy sat in silence for a moment, simply staring at the door. "Teenagers."

 **o0o**

Peter had switched into his hoodie and clipped on his web shooters as Gwen showed up. "So you think that he's gonna break out in the tunnel," Gwen said.

"I think there's more than that," Peter said, "when I saw him, Tombstone mentioned he had powerful friends. I think he meant the warden and the chief. My best guess, he's going to be picked up in the tunnel, the one point where the chopper can't see him, then the truck is going to go to the prison anyway..."

"And the warden tells everyone that he arrived normally," Gwen finished, "all because Tombstone payed him too."

"He taunted us with that stupid riddle because he thought he had the upper hand."

"But now we know what he's planning," Peter said as he slipped on his mask, "and we have the upper hand." Spidey loaded in new web cartridges, "I think it's time we finally took him down."

Spidey turned to leave, but Gwen stopped him. "What are you doing," Gwen said grabbing his arm.

"I'm going to stop the bad guy like I always do," Spidey said pulling his arm out of her grip, "or did you forget?"

"Wearing that?" Gwen said, pinching his hoodie.

"Yes," Spidey said, "you know, to keep my identity secret. Do you expect me to go fight in my underwear or something?"

"Did you never look in the box I gave you?" Spidey shook his head. "Well go look in it."

Spidey walked over to his bag, opened it, and pulled it out. He examined the box again before looking at Gwen. "Well," She said, excitement in her tone, "open it!"

Spidey hesitantly opened the box. He pulled off his mask so that Gwen could see the look on his face, it was a mix of happiness and confusion, mouth agape with wide eyes. "This is for me," Peter said.

"Who else would it be for," Gwen said with a smug smile, "now hurry up, we don't know when that transports going through the tunnel so you need to hurry.

Peter looked in the box, then looked back at Gwen, "Tombstone better watch his back, because I'm about to kick his ass."

 **o0o**

The transport was going extremely smooth so far. Both guards drove slowly along the empty streets, listening as the blades of the helicopter above them whirred. Slowly they made their way along the streets, driving into the Lincoln tunnel. As they went in the spotlight from the helicopter faded until it was gone. The tunnel was empty, so it was just the guards and the prisoner that they were transporting. At least, that's what they thought.

As they got further in the tunnel, a series of long black cars blocked their path, a group of 6 men in black suits with ski masks holding shotguns and assault rifles in front of them. The driver slowly came to a halt, "what the..."

He was cut off by the other guard shooting him in the side of his head, making him collapse on the steering wheel. The guard stepped out of the passenger door and greeted the people waiting for him.

"Mr. Lincoln is in the back," he said, handing the keys to one of the men, "someone help me get the dead weight out of the drivers seat and clean up the mess." One of the men walked over and opened the door, another walking to the back and opening the door to see Tombstone, sitting on a bench in an orange prison suit, handcuffed in place.

"About time," Tombstone said, "I was beginning to wonder if you were ever going to show up."

"Sorry sir," the man said as he unlocked Tombstone's handcuffs, "the transport was delayed."

"It's fine," Tombstone said, standing up and stretching, "everything played out as planned. Now let's go." Tombstone stepped out of the transport and began walking to one of the black cars. He opened the door to find a man struggling against his handcuffs. "What's wrong Mr. Lincoln," Tombstone said as he pulled the man out, "not ready to go to prison?"

"I AM NOT GOING TO JAIL IN YOUR PLACE," the man shouted, "SO YOU CAN GO TO HELL!"

Tombstone let out a laugh before throwing the man at he guard, "get Mr. Lincoln settled in the back of the truck." the guard nodded taking the man to the back of the truck. Tombstone laughed listened to the man's pleas to be released. As he turned around and walked back to his car, the rest of his men walking back to their respective vehicles, he heard a large amount of banging, and then silence. Tombstone grimaced. "I TOLD YOU NOT TO BE ROUGH WITH HIM," Tombstone shouted back at the truck. There was no answer and the guard did not walk back to the front of the truck.

Tombstone watched for a minute, waiting for the guard to reemerge from behind the truck, but he didn't. Tombstone pointed at a couple of the men with rifles, "you two check out what's happening back there."

The two nodded and walked to the back of the truck, guns at the ready as they walked out of Tombstone's sight. "Uh... sir," one of them shouted, "you may want to come see this."

Tombstone walked to the back of the truck to see a sight he was not expecting. As he looked in, he saw the guard was unconscious, stuck to the wall by.. by...

"Webbing," Tombstone mumbled, "he's here."

"Sir," one of his men said.

Tombstone laughed, "I didn't expect him to solve that little riddle of mine, I guess he's smarter than I gave him credit for." He gestured to all of his men, "THE SPIDER-MAN IS HERE! FIND HIM AND KILL HIM!"

All of his men nodded and began searching around the tunnel as Tombstone retreated back to his car. One of the men that was alone was suddenly pulled up to the ceiling by a web line and fell back to the floor, unconscious. All of the men ran to his location, but two were pulled back behind the truck by a series of web lines. When all of the men turned back to where they were, they were thrown from out behind the truck, also unconscious. The last three all huddled together back to back, trying to not get caught by Spider-Man. As all of them searched around, three web lines landed on their guns and pulled them out of their hands. All of them were frozen for a moment, until one of the guns came flying back and hitting one of the men in the head so hard that he passed out. The other two went to help him, but got hit in the heads by the other two guns and succumbed to the same fate.

As the last guy fell, Tombstone stepped out of the car wearing his standard black suit, white shirt, and red tie. He looked around at his men unconscious, then let out a strong laugh. "I should've expected as much," He said, "there was no way these idiots were going to beat you." Tombstone walked up to the truck, "have you come to try and stop me." No answer. "Come on spider, none of your signature wit." No answer. Tombstone was beginning to get angry. He punched the hood of the truck, "ARE YOU NOT GONNA FIGHT ME?" No answer. "WHERE ARE YOU?"

"Right here."

Tombstone spun around to see Spider-Man standing on top of one of the cars, but he looked different. His suit had changed. He was still wearing red and blue, but they were a darker shade. A majority of the suit was red with the webbing design across it, all except his under arms, his leggings, and middle and ring finger. Instead of goggles, he had these flat pieces of glass surrounded by black frames. He now had shoulder pads, one on each shoulder, that were red with black frames and a spider web design stemming from the center and blue knee pads with red frames as well as a black belt around his waist and his silver web shooters with the black web cartridges and his gloves had black plates on the back with silver knuckles. His logo had changed too, bearing a spider with long legs across his chest. The whole suit seemed to fit his form perfectly.

"It's time to end this," Spidey said, standing tall and looking down on Tombstone, "right here. Right now."

Tombstone smiled, "new suit, are you sure you want to die in that?"

"No," Spidey said, "but it's a good thing I'm not gonna."

Tombstone laughed, "optimism, I like that. It's always fun to watch it crumble away." He charged forward and punched the car Spidey was standing on, just after Spidey flipped off and landed behind Tombstone.

"Not kidding around are you," Spidey said, striking a pose with one hand on the ground and one in the air, one leg bent and one outstretched, "a little fed up with me, are we?"

"No," Tombstone said, as he pulled his fist out of the side of the car and turned to face his foe, "I have to admit, I actually like you. You have some decent jokes and you are a good fighter, but you are also a humongous thorn in my side, one that needs to be removed."

"I'm not easy to remove," Spidey said, "I kinda stick to you like glue... or, I guess 'like a spider' is a better analogy."

Tombstone charged again, Spidey flipped back to land on top of the truck as Tombstone punched his way into the engine. "Everything can be removed," Tombstone said as he pulled his fist out of the engine, "even if it's painful, every thorn can be removed."

"I'm not going to be removed," Spidey said, "not until you're behind bars. Not until I stop you."

Tombstone laughed, "you don't seem to get it. You CAN NOT stop me. I have roots in the police, I have roots in the prison, I have roots in places you can't imagine. Not just in New York, I'm in every surrounding state and more. I have more power than you can ever imagine. You're just a kid, one who's in way over their head, and like all kids, you're going to need to learn to grow up and move on."

Spidey stood up tall, staring down at Tombstone. He stared at him a long time, unmoving, up until he started clapping. "Cut," Spidey said, still clapping, "print. Perfect, just perfect. Utterly amazing darling."

Tombstone tilted his head and looked at him with confusion, "what?"

Spidey stopped clapping and imitated Tombstone's look of confusion, "oh, did you forget?" He straightened up and tapped the lenses of his mask, "this mask is for more than just show. Not only can it receive audio transmissions, it can also transmit _and_ record video."

"WHAT?"

"Yeah, pretty high tech if I do say so myself. Was really hard to get those tiny cameras in the lenses. I have to say though, it was worth it to record that brilliant performance of yours. Once this hits the news, I'm sure it will spark one of the biggest Internal Affairs investigations known to man." He put his hands on his chin and looked up, "actually, you said that you were in several states. Figure that would make it so that FBI would have to get involved. Man, if only you hadn't done that stereotypical bond villain monologue, then you wouldn't have screwed yourself."

Tombstone stared at him, frozen in shock. "Wha... what did you just say?"

"I said you've lost," Spidey said, losing his joking tone, "I've been playing into your hands all this time, about time you play into mine for once. I was waiting for you to say something like that, only a matter of time."

Tombstone froze, trying to process everything Spidey had just told him, "you... YOU BASTARD!" He punched the truck Spidey was standing so hard, it went flying back. Spidey jumped up and landed on the ceiling of the tunnel.

"Awe, is someone throwing a temper tantrum? Maybe you should take your own advice, grow up and move on."

"SHUT UP," Tombstone shouted, ripping a tire off one of the cars and throwing it at Spidey, who jumped off and landed on the ground.

"So we're going through this song and dance again," Spidey said, "you can't beat me in a fight, we both know it. Just give up."

Tombstone mindlessly roared as he charged at Spidey. Spidey went to catch his punch, but Tombstone hit him in the hand so hard that he knocked his hand down. Tombstone then punched Spidey so hard in the chest that he went flying up and hit the ceiling. As he fell, Tombstone hit him again and sent him flying across the tunnel and hitting the floor hard.

"Okay," Spidey said as he pushed himself up, "clearly the song has changed, it sounds a lot like ringing in my ears, and the dance hurts a lot more."

"I didn't think you would show up," Tombstone growled as he cracked his knuckles, "but I prepared just in case." He rolled up his sleeve a bit to show a metallic gauntlet on his arm, "a fancy exoskeleton, courtesy of Jigsaw. On him, it boosts strength to a decent level. However, on someone with already enhanced strength... well, let's just say that I had people calculate, and it's been estimated I have around 10 tons of force. I'm honestly amazed you're still alive."

"Yeah," Spidey said,trying to pull himself to his feet, "same thing surprises me every day." His spider sense blared up. He shot a web line at one of the walls and dragged himself across the floor to dodge Tombstone, watching his fist sink into the ground. Spidey then shot two web lines onto the ceiling and pulled himself onto his feet.

He tapped the comms in his ear, "Gwen, tell me you got a way for me to take out that exoskeleton."

"Without any specifics about it," Gwen said, "I won't be able to find any weaknesses on it. You can try shocking it, maybe it'll blow a fuse."

"Worth a try," Spidey said. The next time Tombstone charged, Spidey flipped over him, landed behind him, and shot two web lines onto his wrists. He pressed the button on his hand to trigger the taser web, simply making Tombstone laugh.

"The exoskeleton is insulated," Tombstone said from between his laughs, "but nice try." Tombstone wrapped the web around his wrist and pulled on it, making Spidey fly towards him. Spidey let go of his web and shot new ones onto the ceiling to pull himself over Tombstone just in time to dodge a punch. He landed behind Tombstone, just in time for Tombstone to spin around and backhand his face. Spidey went flying back and slammed against the wall, taking the opportunity to stick to the wall and flip onto the ceiling.

Tombstone ripped off another tire and threw it against the ceiling, Spidey springing across the ceiling to dodge. "Any other ideas," Spidey said into his comms as he moved to dodge Tombstone throwing a third tire.

"Best bet is going on the offense," Gwen said, "dodging isn't going to do you much good at this rate. Hit him hard."

Spidey thought for a second, "better than what I'm doing now I guess." He jumped and fired a web line onto the ceiling, swinging down to kick Tombstone in the chest, but Tombstone caught him by the feet, spun him, and threw him at one of the cars. He crashed into the car and fell onto his hands and knees. As he tried to stand up, Tombstone walked up to him and slammed his hands down onto Spidey.

Spidey held up his hands and caught Tombstones fists, using all his strength to stop his opponent from hitting him. He could feel the pressure plates on his web shooters break, he wouldn't be able to use them again.

"I told you that you could never stop me," Tombstone said as he pushed down against Spidey, "I gave you a chance to quit, I even gave you a chance to work for me, but you kept going against me." Spidey could feel his arms giving out. "Now you're going to die spider. I am going to LITERALLY crush you." Spidey watched as Tombstone slowly pushed his arms to the ground. "But don't worry, you won't e alone for long. 'll make sure all your friends join you. Wouldn't you like that, _Peter_."

Spidey's eyes went wide. And although Tombstone couldn't see it through his mask, he knew that he had hit something. "That's right," Tombstone continued, "I know who you are, I have eyes and ears all around this city, it was just a matter of time before I matched your face to a name." He laughed a bit, "Peter Parker, a kid from Queens who goes to Midtown High and works at the Daily Bugle. The only person who could ever get a picture of Spider-Man." Spidey's breath picked up. "Oh, is that fear in your breath? Come on, where's that humor that I love." Spidey didn't say anything. "Perhaps I should ease your fears. You must be afraid that everyone you love will miss. Well don't worry, they'll join you soon." Spidey's heavy breathing stopped. "but who should I start with? Perhaps... May Parker." Spidey's fear began to fade. "Or how about Harry Osborn." It was changing to something else. "Or maybe that Gwen Stacy you yelled about when you were in my custody."

"no."

"What was that," Tombstone said, laughing a bit, "speak up, I couldn't hear you."

"I said NO," Spidey said, the purest form of anger in his tone. He shifted his position a bit so that he went from being on his knees to being in a kneeling position. "You are not going to hurt my friends." Tombstone's gauntlets sparked a bit. "You WILL NOT hurt my family." Spidey slowly pushed against Tombstone's fists, Tombstone's confidence fading and turning to fear as he did. "YOU ARE NOT GOING TO HURT ANYONE! EVER! AGAIN!" Spidey was standing at his full height now looking Tombstone dead in the eyes, "I WON'T LET YOU!"

Spidey pushed Tombstone's fists away, causing him to stumble back. Once Tombstone regained his balance, Spidey punched him hard in the face, and then an uppercut to the chest that sent Tombstone into the air. Spidey shot a web line onto Tombstone's chest, spinning and slamming him into the side of the car. Spidey then leaped in the air, fired two web lines on either side of Tombstone, and propelled himself to kick his opponent hard in the chest. He flipped off of Tombstone and landed in front of him. He then punched Tombstone in the face several times, anger fueling him, only letting up once Tombstone was thoroughly beaten and bloody.

Spidey was sure he was unconscious, watching as Tombstone heaved, and webbed his opponent to the side of the car. Once he was sure that there was no way that Tombstone could get out, he turned and walked away. "How," a low voice came from behind him.

Spidey turned back around, he had opened his eyes and was glaring at Spidey now as blood dripped down his face. "How," he reiterated, "how could you have beaten me?"

Spidey turned back around, staring down Tombstone. "I told you once," Spidey said, walking towards Tombstone, "I'm the Amazing Spider-Man." He stopped in front of Tombstone and punched a hole in the car right next to Tombstone's head, causing Tombstone to flinch a bit. "Now get this through that thick skull of yours, this is my city, my home, and if you, or anyone else, tries to mess with it, then you answer to me. Got it?" Tombstone nodded his head nervously. "Good. Now answer me one more thing, why did Scorpion go for my blood the first time he attacked me?"

Tombstone gave him a look that showed confusion in it's purest form, "what the hell are you talking about? I didn't send Scorpion that first time. And why would I want your blood?" Spidey could see the honesty in his eyes, plus Tombstone had no reason to lie to him now. Which meant that Scorpion was working for someone else.

"Alright," Spidey said. He then turned around and started walking away, but stopped and looked over his shoulder, "oh, and I feel like I may have hit you too hard in the head. Hard enough to make you forget all those names you said earlier. Am I right?" Tombstone nodded again. "Perfect."

Spidey walked over to the truck and sat in the driver's seat, which seemed really clean despite how Spidey was pretty sure someone died here. Spidey picked up the radio, someone was trying to call in to ask what was going on. He hit the button and spoke loud and clear into the radio, "attention all shoppers, this is your Friendly Neighborhood Spider-Man. Available now at Lincoln Tunnel, one slightly used, partially broken, gift wrapped Tombstone. The first customer receives this fabulous product for 100% off. Better act fast or you may lose this amazing offer." He took his hand off the button to hear a bunch of shouting, some aimed at him, some about Tombstone. He let a smile, one bright enough to be seen through his mask.

He hopped out of the drivers seat and looked at Tombstone, "farewell Tomby, it's been a long strange ride, but this is your stop. See you in..." He tapped his ear, "what's do you think the sentence he'll get is."

"If I had to guess," Gwen said, "probably somewhere along the lines of a life sentence."

"Oh," Spidey said, "in that case, I guess I won't be seeing you." He jumped up on the car Tombstone was webbed to, "bye Tomby, I better be getting home." He jumped off the car and started swinging away.

"Hey genius," Gwen said, "if you want to get home, it's the other way. You're heading towards Jersey."

"I knew that," Spidey said as he turned around, "totally knew that. I was just testing you. You passed by the way." Spidey swung out of the tunnel, watching as police cars flooded into the tunnel as he left. He flipped above them so that his head was towards the ground and waved at all the officers (he was sure that at least one of them waved back). He fired a web line onto a sign and pulled himself into the air, swinging back towards the Manhattan skyline.

 **o0o**

A week or two had passed after they had finally put Tombstone behind bars. Captain Stacy had received a 'anonymous' package containing Tombstone's confession involving all the people he had under his thumb, triggering one of the biggest FBI investigations in New York. They had to investigate every officer, every prison guard, and every warden for corruption involving Lincoln. Peter and Gwen had honestly lost count of all the officers who were arrested for corruption, a couple of them weren't even involved with Tombstone, they were just corrupt.

Peter and Gwen took pride in what they did, it wasn't everyday that you truly help the city by getting rid of one of the major crime bosses as well as the corruption that he spread. What didn't they have to be proud of?

However, Peter had yet to tell her of this other threat. The guy that wanted his blood. He wanted her to celebrate her current victory instead of making her worry about their next fight. Although, she also hadn't asked abut it, but that me be because there was a brief point where she walked away from her computer. She wasn't able to bear Peter brutally beating Tombstone senseless. Peter thought it was better this way, she was happy.

"Another officer was arrested this morning," Gwen said as she and Peter walked to his house after school.

"Really," Peter said, messing with his phone and using his spider sense to guide him as he walked, "what did this one do?"

"Released prisoners because Tombstone paid him too."

"Not the worst among the guys who have been arrested, but still wrong."

"Yeah," Gwen said. She put her hands behind her head and let out a sigh, "things have gotten a bit boring without Tombstone, haven't they?"

Peter laughed, "I guess so, but you won't hear me complaining."

"Really? Don't you think it's a bit boring to go back to fighting street thugs after fighting guys like Shocker, Electro, and Tombstone himself."

"A little, but I have a normal life to worry about too. Since I'm stopping normal humans again, means I have more time for school, work, and family. Which is good, because I have bills to pay."

Gwen lowered her head a bit, "I forgot, you have more issues than Vogue."

"They're not issues," Peter said, grimacing at her, "they're just problems."

"Issues and problems are synonyms."

"Yes but you made it sound like I'm crazy."

"Yeah, you are crazy. I rubbed off on you, remember?"

Peter laughed, "Yeah, I remem..." He stopped himself when they turned the corner and saw a limousine parked in front of his house. He turned back to Gwen, "you order a limo?"

"I would never waste money on a limo," Gwen said as she scanned the vehicle, "they're just glorified taxis."

"Then why is there one in front of my house?"

"Maybe your Aunt ordered it?"

"Why would she need a limo? Not to mention, she wouldn't waste the money."

"Well there is an easy way to find out," Gwen said as she walked over to the car. She pulled something out of her bag and started fiddling with the door.

Peter grabbed her hoodie and pulled her away, "Or, we could go inside and ask, finding out in a way that doesn't involve committing a felony."

"Actually, I'm pretty sure that this is just a misdemeanor in New York, it is a felony in Louisiana though."

"Either way, let's not break the law we try so hard to uphold." Gwen shrugged her shoulders and stood up. Both of them walked up to the door and went inside. As they did, they were greeted with a familiar face.

"Hey," Harry said as they walked in. Gwen and Peter looked between each other with confusion.

"Uh, Hey Harry," Peter said, turning back to face his friend, "what's with the limo out front?"

"That was my ride here," Harry said with a smile.

"Okay," Gwen said, "but what are you doing here?"

"I came with my old man," Harry said, his smile still bright.

Gwen and Peter looked even more confused. "Why... why is your dad here," Peter said.

Harry laughed, "you wouldn't believe me if I told you, just come see for yourself." Harry led them into the next room with excitement.

There were three people in there waiting for them. One was Aunt May, sitting in her favorite chair, the second Peter recognized from all the science magazines that he had read, Dr. Otto Octavius, sitting on the couch, and the third was none other than Norman Osborn himself, sitting next to Octavius.

"Mr. Parker," Norman said, standing to greet Peter, "pleasure to finally meet you, I've heard nothing but good things." He stuck out his hand for Peter to shake it.

Peter took his hand, mouth agape, "um, actually we've met before. You gave my class a field trip, and I've been to your house before."

Norman laughed, "I suppose that is true. In that case, I guess we're simply meeting again." He released Peter's hand, "but then we met under different and... worse conditions."

"Are you talking about Vulture attacking your company," Gwen said. Norman shot her the kind of glare that could kill a man. She yelped and then turned her head to the floor.

"Anyways," Norman said, "Mr. Parker I believe that you have a bright future ahead of you."

"Uh, yeah," Peter said, "If I may ask, how did you hear about me?"

"From an old colleague of mine, a Dr. Curt Connors."

Gwen perked back up, "really? Did he say anything about me?" Norman shot her another glare and she went back to looking at the ground.

"Well thank you sir," Peter said, "but why did you need to come here to tell me that? I happily would've come to Oscorp."

"Because I also heard about the troubles that you are having at home, and I decided that I would help."

"Peter," Aunt May said, "this kind young man has offered to pay off our mortgage and all our bills, including the ones from the hospital."

"WHAT," Peter basically shouted. He felt like her heard her wrong, he had to."

"It's true Peter," Norman said, "like I said, I believe you have a bright future, and that you could play a big part in the future of Oscorp. I would hate for it to be tarnished because you don't have time for your studies."

"I-I don't know what to say."

"A thank you would be nice," Norman said, "and that you will continue with you education so that you will consider a future with Oscorp."

"Of course," Peter said, "how could I not after all you've done."

"Perfect."

"Uh, sir," Octavius said, scrolling through his tablet (he had been so quiet that Peter had forgotten he was there), "I'm afraid that we must be leaving soon."

Norman rolled up his sleeve and looked at his watch, "it appears you are right." He shook Peter's hand again, "A pleasure to see you again Mr. Parker."

"And it was a pleasure to see you too sir," Peter said, happily shaking Norman's hand, "and thank you again. For everything."

"You are very welcome." Norman turned to leave, "come on Harry, we have to go."

"Actually dad," Harry said, "I was hoping that I could stay here with my friends."

Norman thought for a second, "very well, maybe Peter here will rub off on you." He then walked out the door with, Octavius falling in step close behind him.

Peter froze for a moment after they had left, "holy crap."

"Yeah," Gwen said, "... WAIT A MINUTE! How come Dr. Connors mentioned you but not me? I'm just as smart as you are."

Peter laughed, "yes, but you also weren't the one who was bitten by a spider in his lab."

Gwen opened her mouth to argue, but instead decided that he was right and went with it.

"So," Harry said, throwing his arm around Peter, "after all that, what are you going to do now?"

Peter thought for a minute, "I'm not exactly sure." He reached into his jacket pocket and pulled out a slip of paper, "I guess now that I don't have to worry about bills, we can see what we can do with Jameson's money." He turned to Aunt May, "If that's okay with you."

"Peter," Aunt May said with her usual soft, caring tone, "that is your money, it always has been, you can use it however you want."

Peter smiled, "thanks Aunt May." peter grabbed Gwen and Harry, "come on guys, let's hit the town."

"Woah," Harry said, "when did you get so strong?"

"I've been working out," Peter said, "now who's up for getting something to eat? My treat." He then led them both by the arm and out the door.

 **o0o**

"Are you 100% certain Octavius," Norman said as they rode back to Oscorp in the limousine, "I would be rather angry if I found out that I spent all that money on the wrong person."

"I checked several times," Octavius said, messing with his tablet, "I am certain that it is him."

"Norman leaned back in his seat and hummed in thought, "well, you have not been wrong before."

"Thank you sir," Octavius said, "but I left no room for mistakes in my analysis. Peter Parker _is_ Spider-Man."

Norman thought for a moment, "very well. I trust you, you haven't given me a reason not to."

"Thank you sir. With this information, we may be able to get Mr. Parker to join us without force, but we should keep the pressure up against him in case he isn't willing to help our cause."

Norman shook his head, "no. For now, we lure him into a false sense of security, let him believe everything is normal. When the time is right, we will strike again, but I say we let him enjoy his recent victories."

Norman let out a laugh, "soon enough we will have what we need, we will have his blood. Once we have that, we will finally have our formula. We will finally have our super soldier. We will finally have... our Goblin."

 **o0o**

 **EDITOR'S NOTE:**

and that is it for our first volume... season... book... whatever I feel like calling it (I'll probably have decided by the time I start working on the second... probably). Anyways, this fiction is going to go on a brief hiatus (well, more brief than the ones I normally take) while I work on another project that I'm planning out and put a little more time in the one that I already have going on. Other than that, I thank all of you for sticking with me as I wrote this. I don't think I need to tell you who Peter and Gwen are going up against next, but there will be more villains besides him and the ones that I've already introduced. Not to mention you can check me out on deviantart to see all the designs I have created for these characters, including Spidey's official suit (I'd put a link but this website does not allow that). Therealgamehero on deviantart if you do (this is completely shameless promotion of myself and I DO NOT CARE) and while I am shamelessly promoting I might as well say that I'm also on twitter, therealgamehero. Most of what I do is nothing, but I occasionally put an update here and there. And as for my new project, it should be coming out as soon as I have a basic idea of what I want to do and some rough sketches ready to post with the rest of the art. As for what it is, let's just say that to fight all the darkness, sometimes you need more darkness, and who else can do it but... the Dark Knight.


	19. V2: Shifting Sands

**AMAZING SPIDER-MAN: VOLUME 2**

 **CHAPTER 1: SHIFTING SANDS**

"What did I do this summer? I'm sure a lot of people will say the standard stuff. Went out of town, saw some family, hung out with friends, but that's not what I did. I may not have gone out of town, but I certainly got around. I didn't see my family much, was always out doing other things, I feel a bit bad about that. I did hang out, in a bit of a literal sense, but it was with people that I'd call anything but friends.

"That's the thing, I didn't do anything a normal kid would do, probably cause I'm not normal. I'm way better than normal. I'm stronger, faster, and definitely smarter. I wouldn't have it any other way. So what'd I do this summer? Well I did the only thing I know how, save people. And why do I do that? Well that's simple, it's because I'M THE AMAZING SPIDER-MAN!"

"...I can't type that," Gwen said over the comms.

Spidey let out a sigh as he did a flip through the air, firing a web line onto a nearby building and swinging around it, "Why do we have to do these stupid essays? It's not like anyone cares what we did over the summer."

"Well this wouldn't be a problem if you did your assignment over the summer instead of waiting until the day before school started," Gwen said, "now I may have agreed to help you finish the essay, but I'm not writing it for you. I'm only gonna type what you say."

"Well what am I supposed to say in an essay about what I did over the summer? All I did was swing around and stop muggers, and I can't exactly put that in an assignment."

"Just say that you went out of town. Make up something about going down to South Dakota or something, say you saw Mount Rushmore. Just look up some facts about the place, I doubt anyone has been there and could tell you differently."

Spidey landed on top of a nearby building and looked around, "I don't have time for this. I got better things to do than write an essay about a summer I didn't have. I mean, maybe I can fit something in about working at the..." He cut himself off when he heard a loud alarm nearby, "Gwen..."

"I hear it," she said with a groan, "...I'm gonna look up stuff about South Dakota, go do your hero thing."

"It's what I do best," Spidey said. He ran to the edge and leaped off, running down the wall a bit before firing a web line into the air and pulling himself off the wall. He swung trough the air, listening to the alarms to hear where he was going. He wasn't surprised at all when he found where the alarms were coming from.

He wasn't surprised that it was a jewelry store, he wasn't surprised that there were two perps on the roof, and he wasn't surprised one was in a striped green shirt with the other in a dark gray hoodie. Spidey let out a sigh, he had thought his last fight of the summer was gonna be something good. You know what, no. If this was his last fight of summer vacation, he was going to make it fun.

He swung down and landed in front of the criminals, "Flint Marko, Alex O'Hirn, man, I haven't seen you guys in forever. How've you been? You doing fine after I put your boss away? I see you haven't changed a bit."

"SPIDER-MAN," Flint yelled. Both him and O'Hirn pulled out guns, Spidey shot a web line onto each of their guns and pulled their guns into his hands.

"Guys," Spidey said, shaking his head, "how many times do I have to tell you..." He threw the guns onto the floor and webbed them into place, "these are not toys. Do you two never learn?"

Both the criminals charged at Spidey, him lazily dodging to avoid them. "You know," Spidey said as he nonchalantly dodged, "I've known you guys for a while, I mean, this is like the... fourth or fifth time I've kicked your ass, do you think I can get your opinion on something?"

"GO TO HELL," O'Hirn yelled.

"I'll take that as a yes," Spidey said, "so me and my friends were thinking of making a theme song for me. I was thinking something kinda slow like _Spider-Man, Spider-Man, Does what ever a spider can. Spin a web any size, catches thieves just like flies._ But she was thinking of something a little more fast paced like _Living on the edge, fighting crime, spinning webs. Swinging from the highest ledge, he can leap above our heads._ What do you guys think?"

"I THINK YOU SHOULD DIE," Flint shouted.

"Good advice, good advice," Spidey said, "I'll take that into account. What about you O'Hirn?"

He didn't answer, instead shouting nonsense and punching in an attempt to hit Spidey. "Good talk," Spidey said. He shot a web line onto O'Hirn's face and pulled it hard onto his fist, knocking O'Hirn out.

"What about you Flint," Spidey said as he leaned back to duck under a punch, "you got any more input?"

"I'M GOING TO INPUT MY FIST INTO YOUR FACE," Flint shouted

"You should really be a movie critic man," Spidey said, reaching towards a small clip on the back of his belt, "I mean, the vocabulary, the wording, all amazing. And I know a thing or two about amazing." He faked wiping a tear off his mask, "truly beautiful."

Flint did a full on charge forward, but Spidey flipped back and landed on the side of a water tower. "Perhaps you could give me input on one more thing," Spidey said, taking a small ball the size of a marble of the belt, "I'm trying out a new invention, mind helping me test it?"

"SHUT UP AND DIE!"

"Thanks," Spidey said as he pressed the button on the small ball, "you're always such a good sport. Catch." He tossed the small ball at Flint.

Flint caught it in his hands and just stared at it, "your stupid ball didn't work."

"Give it a sec."

Flint was confused, but was caught off guard when the small ball exploded into a bunch off webbing, sticking him to the ground, "WHAT THE HELL!?"

Spidey hopped off his perch and landed in front of where Flint was stuck, "awesome, it worked."

Flint struggled on the floor in a desperate attempt to try and get out, "WHAT THE HELL WAS THAT THING!?"

"A little invention of mine," Spidey said, leaning forward and flicking Flint on his nose, "I call them web grenades. Pretty cool, huh?" He lazily tossed another web grenade over where O'Hirn was knocked out, "just something I came up with when I was bored. Figured it would mean I wouldn't have to waste webbing on sticking you guys to the floor anymore." The web grenade he threw on O'Hirn burst as he finished that sentence.

"I'LL KILL YOU!"

"You certainly don't look like you're in a position to do that," Spidey said, gently patting Flint on the cheek, "don't worry though, I'm sure that the police will be here in..." he could hear sirens coming from not far away, "right now. Wow, that's convenient response time, truly New York's finest right there."

Flint shouted, but Spidey couldn't understand the angry, nonsensical gibberish. "Listen," Spidey said, "you clearly need to calm down." He punched Flint hard in the face, knocking the criminal out, "why don't you take a nice nap while you wait for the cops, I find that always helps to relax the nerves." He leaped over to the ledge and stood looking down at the city, "I guess this is probably the last time we'll meet you guys, no more big man to break you out. I gotta say, I'm gonna miss this... welp, I'm over it. See you never."

He hopped over the ledge fired a web line onto a building, swinging off into the night.

 **o0o**

Flint punched the wall of his holding cell as hard as he could, eyes burning with hatred, "STUPID PIGS! STUPID CELL! STUPID GOD DAMN SPIDER!"

"Calm down Flint," Alex said, "you're just gonna make the cops angrier."

"WHO CARES," Flint yelled, "I'M PISSED, SO I'M GONNA ACT PISSED! THAT STUPID BUG IS GONNA..."

"Arachnid," Alex cut off.

"What?"

"I don't know. He's always corrected us when we call him a bug, say he's an Arachnid. Don't even know what that is."

"I DON'T CARE WHAT HE CALLS HIMSELF," Flint yelled, "ALL I CARE ABOUT IS THAT I WANT HIM DEAD!"

"I think you're over reacting," Alex said, "there's nothing we can do now, might as well just wait till the trial. My PD said I should plead guilty for a reduced sentence, I'd recommend you do the same."

"And since when are you the voice of reason?"

"Since we got our ass handed to us for the fourth or fifth time," Alex said as he stretched out on the bench and laid down.

"GOD DAMN IT," Flint said as he walked over to where O'Hirn was laying down and picked him up by his hoodie, "I'M NOT GONNA GIVE UP YET! I'M GONNA KILL THAT STUPID BUG!"

"Flint, you really should calm down," Alex said as Flint pushed him against the wall, "you're gonna draw the attention of the gua..."

"Marko, O'Hirn," a guard shouted from the other side of the bars.

"Now you've done it," Alex said, hanging his head low.

The guard unlocked the cage and opened it, "someone paid your bail, get out of here."

Flint dropped Alex and walked towards the cell door, "someone paid our bail? Who?"

"I'm not paid to ask questions," the guard said.

Flint stared at him for a second, "... isn't that exactly what you're paid to do? I'm pretty sure that's a big part of being a cop."

"Do you want to leave or not?"

"Yes we do," Alex said, grabbing Flint by the arm, "come on, let's get out of here."

"You're not at all curious about who bailed us out?"

"If someone bailed us out, it's likely that they'll come to us."

Flint thought for a second, "that's... actually a good point. I didn't know you could make those."

"Well," Alex said, "I've been trying to read a bit more."

"I didn't know you could do that either."

Alex punched Flint in the arm, "screw you too."

They walked out of the police station, to be greeted by a tall man with brown hair in a lab coat "Hello gentlemen," the man said, "my name is Dr. Otto Octavius, and I have a proposition for you."

 **o0o**

Peter was tired. He may have stayed up too late trying to find some extra crime to fight, he just didn't want to deal with the fact that he had to go back to school. He had spent so much time being Spider-Man during days over the summer, he didn't want to go back to just afternoons. Not to mention it meant that he was going to have a lot of late nights but no chance to sleep during the day. He could already tell that he was going to sleep through a couple periods today.

He walked over to his locker, luckily it was the same as last year, even had the same combination. In a life of a super hero, sometimes it's nice when just the small things go right.

He put a couple of the new books he had for his new school year in his locker, but froze up when he got a familiar tingle through his body. "Spider sense still warns me when you're behind my locker door Gwen," Peter said as he put a couple more books in his locker.

Gwen popped her head around the locker door, "I was hoping that had faded over the summer." She moved so her whole body was visible, "stupid spider sense ruining my fun. Why does it have to be so weird so I can't understand how it works?"

"You won't hear me complaining," Peter said, putting the last book into his locker.

"That's because it's not your fun that's ruined," Gwen said, reaching into her own bag and pulling out some papers, "anyways, here's your paper and I get half your next Bugle check."

"HALF!" Peter said, "you can't be serious."

"I am," Gwen said, "you got to spend the last night of summer swinging around New York, I spent mine writing a second essay about I summer I didn't have. You ruined my last night of summer, I want compensation."

"Don't blame me, blame the city that never sleeps."

"Fair enough, I still want half."

Peter thought for a second, "... twenty-five since it wasn't entirely my fault."

"thirty."

"Deal."

They shook hands as Peter took the paper and put it in his bag.

"What as that," Harry said as he walked up.

"She helped me with homework," Peter said.

"Since when do you need help with homework?"

"Since Spider-Man is always busy and J. Jonah always demands pictures," Peter said, "Gwen's been helping proof read and edit my work since I don't have time to."

"Stop assuming I do," Gwen said with a yawn, "I have a life besides you y'know."

"You do?"

Gwen punched Peter in the arm, which she instantly regretted. She bit her lip and gripped her hand to try and hide the pain caused by punching a man with enhanced muscles and strength.

"Hey," Flash said as he walked up behind Gwen, "you okay?"

"Peachy," Gwen said, her voice strained from trying to hide the pain.

"So how was your guy's summer," Harry said as he opened his own locker, "anything interesting happen?"

Gwen and Peter looked at each other, both thinking about how their summer vacation was spent. "No," Peter said.

"Not really," Gwen added, her voice still a bit strained.

"I managed to go to a basketball camp," Flash said, "I think I'll be ready for the team this year."

"As long as no one breaks your hand again," Harry added. Everyone turned to look at him, almost shocked. "... is it still too early to joke about that?"

"A bit," Peter said.

"A lot," Flash added, rubbing his hand.

"Right," Harry said, burying his head into the locker to try and hide himself from his friends.

"Well," Peter said, trying to change the subject, "I think that summer ended too soon. I had barely started having fun."

"Wait a minute," Flash said, "Peter Parker doesn't want to be at school? Did you get hit on the head or something?"

"Oh yeah," Peter said, "several times. I actually have a bad habit of being thrown around like a rag doll." Flash laughed, Peter and Gwen joined in so that no one realized Peter was being serious.

"What about you Harry," Peter said, "what'd you do?"

"Not much," Harry said, "no big vacation or anything like that this year."

"Sounds boring," Gwen said.

"Are you kidding me," Harry said, "it was on of the best summers I had. I felt normal instead of like a rich kid. I was able to just have fun and do nothing. Do you know how good I got at Overwatch. I think I could go pro."

"Glad you enjoyed your summer," Peter said. The bell rang, telling them only had a couple of minutes until class."

"I'll see ya guy later," Flash said, "probably not until lunch."

"Unless we have any classes together," Harry said.

"Nah, you guys take all those advanced classes," Flash said, "but maybe I'll see you guys in gym."

"I got all the credits I need for gym," Peter said, "and I've been getting plenty of exercise lately. I'm done with gym class forever."

"Alright," Flash said, waving as he walked away, "I'll see you guys later then."

"Later," Peter said.

"I gotta go too," Harry said, "I don't want to be late on the first day. I'll see ya when I see ya."

"Alright," Peter said with a yawn, "see ya later."

"You sound tired," Gwen said.

"I am tired," Peter said as he rubbed his eyes, "I don't think I slept at all last night."

"You want a Red Bull or something?"

"After the search for Tombstone, the mere thought of energy drinks makes me want to puke. I drank enough taurine to take five years off my life."

"Well," Gwen said as she looked at a paper, "I can help keep you up. It looks like we got a lot of the same classes together this year."

Peter stole the paper, "Gwen... this is my schedule...how, just how?"

"I stole it and photocopied it, I did the same with Harry's and Flash's."

"Sometimes you make it hard to believe you're the daughter of the guy who put a warrant on my head."

"That's the idea," Gwen said as she stole the paper back, "now come on, we have class."

Gwen started walking away, Peter trailing behind her. _Well,_ Peter thought to himself, _at least I know nothing changed over the summer._

 **o0o**

Flint and Alex followed Octavius down the dark hallway. They had heard almost nothing from the man since he said that he had a proposition for them. Whenever they asked, Octavius would simply ask for them to be patient, saying all their questions will be answered soon.

"Alright Octavius," Flint said as they reached a door at the end of the hallway, "I've waited long enough. I want to know want to know what this offer is, _now_ , otherwise I'm gonna get upset."

Octavius stopped, taking a long inhale before turning to face Flint. "Mr. Marko," he said, "I understand that you have been waiting a fair amount of time, and that you have reason to be skeptical since I have told very little, but can you please wait a little longer?"

"How much longer?"

"Long enough for me to open the door," Octavius said, gesturing to the large metal door behind him, "after that, you will meet your new employer and all your questions will be answered."

Flint huffed, "fine, just make it quick."

Octavius nodded. He bent down and pressed his head up against a small screen, which proceeded to scan his eyes. The locks on the giant metal door slowly unlocked and the doors slid apart.

The room was like an evil scientists lab from a cartoon. There were test tubes, pipes, even some giant tank that had some kind of green liquid in it that Flint both wanted to examine and avoid. "What is this," Flint said, examining the room, "are you going to conduct experiments on us or something?"

"You are partially correct Mr. Marko," a deep dissguised voice said from off to the right. Flint and Alex turned to see a large black screen, the only thing on it was a thin green line. "I am here to make you an offer," the voice said, the thin green line spiking as he spoke.

"What is this," Alex said, encroaching on the screen as if it were a person, "some kinda joke?"

"This is no joke Mr. O'Hirn," the voice said, "I am simply here to make you an offer, a job of sorts."

"What kind of job," Flint said, crossing his arms, "what exactly would we be doing?"

"Nothing too different from the jobs that you have done in the past" the man said, "I need you to steal something. As for my name, I'm afraid that I can't tell you my real name for... security reasons."

Flint scoffed, "security reasons?"

"Your knowledge and close relations to Mr. Lincoln led to his arrest and demise," the voice said, "while you are skilled in your work, I would like to avoid a similar fate."

Alex encroached on the screen a bit more, "oh yeah, so what are we supposed to call you?"

There was a brief silence. The voice was the first to break it, "you may call me... Goblin."

There was another moment of silence, this one longer and more palpable, before a loud laugh broke out in the room. "I'm sorry," Flint laughed, "but Goblin? Really? We have no idea what you look like, who you are, or what you even sound like. You could've picked anything, and you picked... Goblin. I'm sorry, but I'm not gonna be able to take seriously with that name."

"Mr. Marko," Goblin said, "I am here to make you a serious offer, it should be taken seriously."

"To make a serious offer, you should make sure you're taken seriously," Flint said, "we listened to the Big Man cause he was feared. There wasn't a man or woman in all of New York that didn't know the name Tombstone, the people he killed and the grip he had. You're a nobody with no face with a ridiculous name." Flint spun around and began making his way to the large door, "you ain't Kingpin or Jigsaw or anyone of the likes, you're just some nobody who doesn't want to get his hands dirty. You have no weigh in this city, so you clearly have nothing to offer me."

Flint started walking and had one foot out the door before...

"What if I gave you the power to beat Spider-Man."

Flint stopped dead in his tracks, "... okay Goblin." He spun around and looked at the screen, "you have my attention."

 **o0o**

"They're all crap," Jameson basically shouted, throwing Peter's folder back onto the desk, "bad angles, horrible lighting... okay, this one's not bad, but the rest of them are all crap."

"And they were crap the week before," Peter said, looking through the pictures himself, "and they'll be crap the next week. These are the best I can do. It's hard enough to get pictures like this, even harder when the guy I'm taking pictures of is pissed that you slander him in the paper."

"It's not slander," Jameson said, putting a cigar in his mouth, "it's news."

"News is telling the truth," Peter said. He pointed at one of the papers that Jameson had hanging on the wall, "and seeing as that headline right there talks about Spider-Man and Shocker working together to destroy the Bugle building, I get the feeling that your idea of news is different from mine."

Jameson growled, "do you want me to buy the pictures or not?"

Peter stared Jameson down for a minute, "700, no less."

"Fine," Jameson said as he signed a paper, "whatever it takes to get you out of my sight faster."

"And make 210 of it out to Gwen Stacy," Peter said.

Jameson looked up from the paper, "what? Why?"

"You're not the only one with people to pay, this will just be easier."

Jameson growled again before ripping up the paper he had and signing two new ones, "there. Now don't come back until you have something that isn't crap."

"When Spider-Man fights some super powered idiot in a wolf suit or something, I'll make sure you get some pictures," Peter said as he grabbed his slips of paper, "but until then, muggings and him swinging around New York is the best I can do."

"Yeah yeah," Jameson said, puffing his cigar a bit, "just get out of my sight."

Peter rolled his eyes as he left, walking over to Betty's desk. Betty smiled as Peter handed her his papers, "I see he's giving you a hard time as always."

"No," Peter said, running his fingers through his hair, "today he was actually tolerable and I didn't have to argue for the price this time."

"Well that's good," Betty said as she handed him his checks, "now, who is this Gwen Stacy this second check is signed to?"

Peter laughed, "a friend who's been helping me with my work recently." He put the checks in his pocket, "and she is stubborn."

Betty leaned in and rested her chin on her palm, "mmhmm?"

"And it's nothing like your sick mind is imagining," Peter said, "we're friends and co-workers, that's it. Don't let your mind wander."

"Don't tell me what to do with my mind," Betty said.

Peter laughed as he walked back towards the elevators, giving a lighthearted wave over his shoulder as he did, "bye Betty, I'll see you when I see you."

"Bye Peter," Betty said, "get some more pictures soon, I tend to enjoy your company."

"Same here," Peter said, "and I'll get pictures whenever I can." He continued to wave till he was out of Betty's sight. Once he was out of sight, he started to move away from the path to the elevators and walked towards the stairs. He charged through the door and quickly made his way up until he was on the roof. He stood out on the roof and looked out onto the New York skyline before grabbing the bag he hid behind the vent on the roof. He took out his mask and put it on before taking off his hoodie, shirt, jeans, and shoes to reveal the rest of his suit. He reached into his bag and pulled out the pads, boots, and gloves for his suit and putting them on while slipping his street clothes into the bag.

He tapped the ear on his mask to turn the comms on, "testing, testing, one, two, seven."

"You don't have to do that every time you know," Gwen said.

"Yes I do," Spidey said, rubbing his hands together, "so what do you have for me today?"

"You know, you don't need to always have to head out," Gwen said, "you kinda overwork yourself and, more importantly, me."

"We're in the city that never sleeps Gwendolyn," Spidey said, stepping up to the ledge, "and as long as it's awake, we got work to do."

"The city never sleeps, we do," Gwen said, "I mean, can't we take one break? We could go to a party, maybe a carnival? Ooh, maybe I could get us into a club."

"New York is a club already Gwen," Spidey said, "bright lights, lots of people, a couple druggies and dealers in the mix." Spidey stopped as the sound of sirens went off, "oh look, they're playing my song." He leaned forward and let himself go into a freefall, firing a web line, catching himself, and swinging off into the New York sky.

 **o0o**

"So what exactly will this machine do to me," Flint said as he stood in the clear chamber, "I feel like I want some idea of what I'm getting myself into."

"The experiment is very simple," Dr. Octavius said, "we are going to alter your molecular structure Mr. Marko, combine it with that of a common grain of sand, allowing you to alter your body's structure."

"Alright," Flint said, "now say it again in English."

"We are going to give you power," Goblin said, "the power to change your shape and alter your body to whatever you can imagine."

"so a shapeshifter"

"Of sorts," Octavius said, pressing buttons and turning dials on a large console, "just wait and see Mr. Marko."

"You sure about this," Alex said, "I mean, you have no idea what they're gonna do to you."

"They're gonna help me beat Spider-Man," Flint said, "and that's all I need to know. Besides, if it goes wrong, you'll get a chance to run."

"Nothing will go wrong Mr. Marko," Octavius said, "we have tested this experiment many times with many successes."

Flint smirked, "See, it's perfectly fine."

"Well," Octavius said, resting his hand on a large button in the center of the console, "those were just rats, you will be the first human tests."

"WHAT!?"

"It'll be fine Mr. Marko," Octavius said, "just watch." Before Flint could interject any further, Octavius pressed the large button. Slowly, a large amount of gas flooded into the chamber, long mechanical needles pricked into his arm and injected him with something, and an almost cement like liquid poured from the walls. Flint let out a loud scream before he was overcome with the cement like liquid.

"WHAT'RE YOU DOING TO HIM," Alex said, slamming on the glass to the chamber Flint was in.

"Relax Mr. O'Hirn," Goblin said, "this is simply how the experiment is meant to work. In a minute, he will emerge stronger."

Alex couldn't help but watch as his friend went through the experiment, even though he couldn't see anything through the cement like liquid. He continued to watch until the liquid slowly drained from the chamber, allowing for sight once again. The liquid all drained into the center of the chamber, draining until all that was left was a pile of pale sand where Flint once stood.

"Oh god," Alex said, "OH GOD, YOU KILLED HIM! YOU LITERALLY TURNED HIM TO DUST!"

"Calm down Mr. O'Hirn," Goblin said.

"CALM DOWN," Alex said as he gripped the screen Goblin was projecting to, "YOU JUST KILLED MY FRIEND AND YOU WANT ME TO CALM DOWN!"

Goblin laughed, "simple minded fool, look closer, you'll see that the experiment was a success."

Alex was confused, but turned to look back at the pile, only to be met with surprise. The strange pile in the center of the room that was once his friend was shifting around and rising. It continued to rise and change shape until it merged into the form of Flint Marko."

"What'd you do to me," Flint said as he stared at his sandy figure, "WHAT'D YOU DO TO ME!?"

"We gave you the power to alter and shift your form in any way you'd like,"Goblin said, "you can slip past security systems, increase mass across your body, and other abilities of the like."

"So I'm just supposed to walk around... LIKE THIS," Flint said, "gesturing at his sandy body."

"Of course not," Goblin said, "you just need to calm down, focus on your original form to change it."

Flint listened, taking a couple deep breaths as he closed his eyes. As he opened them again, his body's colors returned back to normal, green shirt khakis and all. "Amazing," he said, watching the color return to his hands.

"This power is my gift to you," Goblin said, "you may use it as you please. However, you must first get me a simple sample." A small vial with a needle on the end emerged from the ground, "retrieve a sample of the Spider-Man's blood."

Flint laughed, "I can bring you a lot more than a blood sample with powers like these."

"Focus on the sample," Goblin said, his voice sounding cold and angry, "if you can not retrieve the Spider-Man himself, at least retrieve that."

"Alright," Flint said, picking up the vial, letting it sink into his body, "so how do I track the Spider?"

"Do what you always do," Goblin said, "draw attention."

Flint let out a small laugh, "alright, I can do that." Octavius opened the chamber allowing Flint to walk out. He walked to the big doors at the entrance to the lab and walking out with a over the shoulder wave.

 **o0o**

Spidey leaped in the air to dodge a bullet, firing a web line onto the robbers gun and pulling it out of his hand. "Come on guys," Spidey said, landing on the ceiling and webbing the gun there, "when will you realize that your little pea shooters never work." He leaped off the ceiling and punched the crook in the face, "and that you barely hold a candle to me."

He webbed the crook to the ground, waving to the owner of the store, "call the cops, tell them to come pick up the trash."

"Thanks Spidey," the store owner said as Spidey walked out the door, "you the man."

"No, you the man," Spidey said as he jumped into the air and fired a web line. "Alright Gwen," he said as he did a flip, fired two web lines onto the buildings on either side of himself and pulled himself forward through the air, "what else you got?"

Gwen typed for a bit before answering, "not much. Police scanners have been pretty dead as of late. Criminals haven't been as active lately, almost like they have something to be afraid of."

"Gee, wonder who that could be," Spidey said.

"The police."

"Oh shut up," Spidey said, "just give me anything, school was boring and I want something to do."

"There's nothing for you," Gwen said, "maybe you should just take a rest and... oh you lucky little-" She cut herself off and groaned.

"Sounds like something came up," Spidey said, "tell me, tell me, tell me."

Gwen sighed, "last thing, then get back to base."

"Got it, now tell me."

"Jewelry store robbery," Gwen said, "five blocks forward, three to the right. Guy broke in through the front door, took all the jewels... took out some officers?"

"Sounds like my kind of fight," Spidey said, swinging to the right, hearing the loud alarm of the jewelry store. He was pretty excited until he got closer and saw who was robbing the place, seeing that familiar striped green shirt. Spidey landed next to him with a sigh, "Flint Marko? Really? How'd you get out?"

Flint slowly turned to look at Spidey, letting out a laugh as he scanned the hero, "Spider-Man, just the man I was hoping to see."

"Oh, you wanted to see me," Spidey said, putting a hand over his heart, "did you miss my ass kickings that much?" He faked wiping a tear from the eye of his mask, "I have to say Flint, I'm a bit touched."

Flint laughed again, "oh believe me, that's not gonna happen this time."

"Sure it won't," Spidey said, "this'll totally be different from the last 500 times we fought. Hey, maybe this time you'll land a hit."

Flint took up a boxing stance, "oh, I'm gonna do a lot more than a hit. I got a little surprise this time."

"Sure you do buddy," Spidey said, "sure you do." Flint charged at him, trying to punch his face, but Spidey nonchalantly leaned back to dodge. "Yep, you're definitely doing more than hitting," he said, lazily dodging Flint's punches, "you've basically won at this point." Spidey flipped back and landed in his signature pose, "alright, taunting you isn't fun anymore and I got better things to do." He jumped forward and punched Flint square in the chest, surprised as his fist went straight through his chest with an explosion of sand.

"That's... new," Spidey said as he tried to pull his arm out, unable to get his limb free.

"Surprise," Flint said, his fist growing and changing into sand. Flint uppercut Spidey, sending the hero flying through the air and crashing onto the concrete with a thud.

Spidey pushed himself onto his hands and knees, tapping his ear piece, "you saw that, right?"

"Yeah," Gwen said, "and once I'm certain that it actually happened, I'll get back to you."

"What was that," Spidey groaned as he got onto his feet.

"Again," Gwen said, "still figuring that out."

"That was me," Flint laughed, the sand on the floor sliding into his feet and filling the hole in his chest, "pretty cool, ain't it? A little gift from someone who doesn't like you."

"Be more specific," Spidey said, "a lot of people don't like me."

Flint shook his head, "no way spider, not again. I ain't giving you any details on my new employer." Flint shifted his hands so they transformed into giant hammers, "all I can tell you is he wants you alive, and I ain't one to disappoint."

Spidey crouched down, "really? As long as I've known you, all you've done is disappoint."

Flint growled before launching one of his hammer arms at Spidey, the latter jumping into the air to dodge. Spidey fired two web lines onto a light post behind him, ripping it from the ground and slamming it down onto Flint. Flint burst into a cloud of sand before reforming and picking the light pole up with ease as Spidey landed on a wall.

"Who's disappointing now," Flint said, spinning the light pole in his hand. He threw the pole like a lance at Spidey, who leaped into the air and landed behind Flint. He spun around and kicked Flint in the head, causing his head to burst into sand. Flint responded by spinning around and smacking Spidey into the wall with his hammer hand.

Spidey fell onto his face as Flint's head reformed. "What's the matter spider," Flint chuckled, Spidey looking up with the lense on his mask cracked, "you seem a little out of practice." He made his hand grow, picked Spidey up, and started crushing him in his fist.

"Haven't fought any supervillains in a while," Spidey choked out, "luckily I have a loser like you to practice..." He was cut off by a sharp pain in his shoulder.

"I need you alive," Flint said, "but I can still have some fun with you. Besides..." Spidey felt the pain in his shoulder leave and a vial of blood emerged from the sand in Flint's hand, "I was told to focus on this."

Spidey stared at the vial for a moment, awestruck by the vial of his blood. He hadn't dealt with this since his first encounter with Scorpion, villains that wanted his blood. He had thought it was a one time thing, a fluke from a mad man, and the fact seemed more assured when he took down Tombstone and the attacks didn't continue. Now he was back, he was simply biding time to figure out how to get Spidey's blood, and one question was on his mind.

"Who?"

Flint tilted his head in confusion, "who what do you mean by 'who'?"

"Who wants my blood?"

There was a moment of silence before Flint let out a chuckle, "oh, him."

Spidey's tone rose with a hint of anger, "who is it?"

Flint's grip tightened on Spidey, "you'll meet him soon enough, might as well let him introduce himself."

"I'm more of the introverted type," Spidey said, "so I think it's better to keep to myself." He broke a hand free and grabbed a few web grenades off his belt, jamming them into Flint's wrist.

Flint stared at the wrist where Spidey jammed the web grenades, "were those meant to stop me?"

Spidey chuckled, "no, just get me away from you." The web grenade burst, sending sand flying everywhere and causing Flint's enlarged hand to fall off his destroyed wrist. Spidey took the chance to break free, grab the vial, and flip back to escape from his attacker.

The sand that was once his hand shifted back into Flint's body and reformed into his hand, "clever as always. Shame clever doesn't help when you have no breath of a hope."

"He's right," Gwen said, "whatever happened to him, you can't touch him now."

"I can touch him," Spidey groaned, webbing the vial of blood to his side, "it's the fact that when I hit him, he literally slips through my fingers like he's made of sand."

"He is made of sand," Gwen said, "you can't hurt him but he sure as hell can hurt you."

Spidey jumped in the air and flipped back to avoid Flint slamming his hammers onto the ground where he was originally standing, wincing a bit as he landed, "you're right about hurting me, I'm still able to feel the wall." He flipped back onto the wall to try and get out of Flint's reach for a bit, "what do you suggest?"

"Retreat and regroup," Gwen said, "get away and make it back to base, we can figure out how to beat him there."

"So run away?"

"Unless you got a plan to beat a man made out of sand?"

Spidey thought for a bit, "fair point." He reached for his belt and dropped all of his web grenades into his hand, pressing the trigger on all of them, "hey dirt clod, catch." He threw all the web grenades over Flint, bursting in the air and covering Flint in a thick coating of webbing.

Where Flint was standing was now only a giant ball of web. After a short moment, the ball of web slowly deflated as sand slowly poured out of the ball and slowly reformed into Flint. Once the figure fully reformed, he looked around. Spidey had escaped, and he took the blood sample. Flint growled before letting his body be caught in the wind to make his own escape.

He was so frustrated by Spidey's escape, he didn't even realize he left bags of money behind.

 **o0o**

Spidey let go of his webline and fell through the window into the warehouse. He landed onto a small, makeshift crash pad him and Gwen had made for when he those times where he had taken a thorough beating and just needed a soft place to land. He landed roughly on the pad as he ripped is mask off.

Gwen stood at the end of the mattress and looked down at Peter, "you know that you're cleaning that up, right?"

Peter ignored her and moved to the more pressing matter, "what happened to him?"

Gwen shrugged her shoulder and walked back over to her desk, Peter forced himself onto his feet and followed her around the warehouse. It had certainly gotten more professional since they'd first moved in.

They had managed to get rid of all the old dust and trash to clear out more space, get an actual desk for Gwen to use with several monitors for her to scan the area with, a small lab in the corner where Peter made more web fluid and new inventions to help him, Gwen even put his old hoodie suit on a mannequin next to her desk as well as her suit on the other side. What used to look like a junked building now looked like an actual base of operations for a super hero.

Gwen sat down at her desk chair and spun a bit, "So I have a couple working theories on his sudden overnight powers. One, he used his brain so little that it actually turned to dust and the rest of his body followed."

"Most likely," Peter laughed, "but scientifically impossible."

"Two, he escaped Rikers, was being chased by the cops, escaped into some sort of giant experiment which altered his body."

"Without the scientists noticing or the police stopping the experiment to continue their search? That's unlikely. Plus it sounds like something out of a bad movie."

Gwen spun to look at Peter and steepled her fingers, "then what's your theory."

Peter thought for a moment, "I think someone gave him his powers." He removed the vial Flint had earlier from where he had webbed it to his belt earlier then placed it on the table, "I think someone still wants my blood and sent him to come and get it."

Gwen picked up the vial and looked it over, "someone wants your blood?"

"It started with Scorpion," Peter groaned, "I thought it was Tombstone at first, but that theory went to bed when we stopped him."

Gwen stared at the vial for a long time, "do you know why?" Peter shook his head. "Any idea who?" Peter shook his head again. There was a moment of silence between them as Gwen thought. "He's after you, so that means he'll eventually come after you again. You'll have to stop him."

"Ah, perfect, I can do that. One teensy tiny problem though... neither of us know how to stop a guy made out of sand."

"...we vacuum him up?"

Peter groaned as he plopped into his own chair. "Great, another super powered psycho and we have no clue how to stop him."

"Well, let's start from the ground up... no pun intended. So, he can turn his whole body to sand and shift it to any shape."

"Specifically ones that hurt me."

"He also wants your blood so he can give it to some unknown source that supposedly gave him his powers."

"And could possibly give more people powers so that they can also try to kill me. Hey, maybe they'll form some sort of we hate Spider-Man club. Ooh, you think they'll give me a t-shirt?"

"So if he's made out of sand... I got nothing."

Peter sighed as he pushed himself out of his chair, "well, we can't let him terrorize our city. We've faced mercenaries, an electric man, two guys who can shoot giant vibration waves at me, two guys in metal fursuits, and a crime lord. I This guy is just another challenge for us like the one's we've had before, one with a solution. Let's just put our heads together again and hope I don't die."

Gwen slapped him on the back, "that's the spirit. Now, on the thought of that vacuum..."

 **o0o**

Norman read over his notes. He had been keeping an eye on any people of interest, anyone of note that could be useful for his research. A couple caught his eye, superhumans seemed to be appearing in bulk as of late. Notable, but not what he was looking for. He needed someone with enhanced strength, speed, and reflexes. That was what he needed for his formula. He needed the Spider-Man.

"Nice of you to drop by Osborn," the low voice echoed as Norman entered his office. The large man sat in his desk, barely fitting in the chair, facing the screens that were against the back wall. He was barely visible in the dimly lit room, but Norman could easily make out the outline of a bald head. "A man made out of sand," he said, examining the screens, "I assume something of your creation. Quite fascinating really, why am I paying for funding on this 'goblin' project when you had this up your sleeves?"

Norman let out a small gulp before stepping forward and setting his notes on his desk, "the S-43 project was highly expensive, almost a hundred thousand per subject. To mass produce would cause significant loss instead of profit. Goblin is a more economic soluti..."

The large man banged his fist against the arm of the chair causing Norman to do a small jump back. "I am paying you for results, any of interest are to be brought to me immediately. You are not one to determine if this S-43 is important or not. Even if only one of my lieutenants had powers like that, I'd be the most powerful man in the city."

"You said that you wanted an army," Norman said, trying to maintain some semblance of composure, "something that could allow you to rule the underworld of New York. I am promising you the next super soldier, the next Captain America. All I need is the spider, and then I have..."

The large man stood up with a jolt, "that is what you've been saying, you've been saying that for MONTHS now Osborn. I am tired of promises, I want RESULTS!"

"And you will get them," Norman said, trying to hide the fact that he was shaking in his boots, "once I get the information I need, you will..."

Before he knew it, a large hand wrapped around Norman's neck and lifted him off the ground, "stop wasting my time and start giving me what I want, Osborn. I should snap your neck right now and face no consequence to myself, give me a reason not to."

Norman choked for a minute as he struggled against the large mans hand crushing his throat, struggling to speak, "t-t-Tombstone. The spider defeated Tombstone."

The large man tilted his head in confusion before dropping Norman onto the floor who struggled to catch his breath. "Spider-Man defeated Tombstone, and let's be honest, he was one of the few men with more power than you. If I can recreate him, then I can give you someone more powerful than Tombstone, I can create Goblin, I just need more time."

The large man adjusted his tie and buttoned his suit jacket, "very well, I'll give you a bit more time. I expect to see results soon though, I am growing quite impatient."

"I made you a promise sir, I have no intention of breaking it anytime soon."

The large man adjusted his suit a bit more before walking towards the door of the office, "I hope so, otherwise I will destroy you, your company, and everything else you've built." He turned his head and gave Norman a dark stare, "they don't call me the Kingpin for nothing." And with that, Kingpin left.

 **o0o**

"You sure that this thing is gonna work," Spidey said as he examined Gwen's invention, "I mean, it seems a bit shotty."

"How dare you question my genius," Gwen dramatically gasped, "the vacuum has a reinforced interior and closes off when it's inactive. If you can trap Flint in there, I'm certain he can't get out."

"How certain?"

"... about 67 percent."

Spidey sighed, "better than nothing. Got any reports on dusty yet?"

"There have been reports of moving sand on some paranoid conspiracy blogs across New York, but I haven't had any police reports of the the man himself. Is it possible he went into hiding?"

Spidey strapped the vacuum onto his back, "he's not one for hiding. Even after Tombstone was convicted, Flint went right back to stealing. It's not a matter of if, it's a matter of when."

Spidey heard a loud beep from the other end of the comms, "actually, it's a matter of now. I got a report of a familiar face robbing a bank on 12th and 52nd. Get on it, beat the bad guy, don't die."

"No promises," Spidey said with a small laugh. He backed up a bit and got a running start to leap off the building into a dive. "Ready or not, here I come." He waited till he was closer to the ground before firing his webline. He swung, catching his webline on a light post and using it to swing upwards and landing on top of a large semi and running towards the front. He fired a web line onto the wall and pulled himself toward it, sprinting along the wall. Proceeding to fire a webline on the end of the building and swinging around the corner to the other side of the building. He quickly sprung off the building, down another street and fired a webline to swing down the street.

"I hear sirens," Spidey said in a sing song voice, "sounds like they need a hero." Spidey dived in, catching himself on a webline and sliding in front of the bank. "Relax officers, qualified personal has arrived."

He heard a lot of shouting from several officers, feeling a couple of guns pointed at him with his spider sense, but was too focused on the situation inside to pay attention to any of them. It was like a tornado of dust, absorbing jewels from safety deposit boxes and cash from the vaults, and a large man in the center of it all. "Now I'm not certain," Spidey said, "but I'm pretty sure that's Flint in there."

Gwen let out an impressed whistle, "all that money, if he gets away he's set for the rest of his life."

Spidey fired a webline onto either side of the door, "then I can't let that happen." He gripped down on the weblines tight and took a couple steps back to stretch the webs out, "time to get down and dirty." Spidey leaped off the ground and slingshotted himself through the doors, spiraling like a drill through the man in the middle of it all.

Spidey went through the man's chest in a large burst of sand, landing on the wall and looking up at what was left of Flint after that hit.

The tornado stopped, mounds of sand falling to the ground, slithering back into the man in the center, carrying jewels and cash with them and being absorbed into the man. "Spider-Man," Flint laughed, "I've been waiting for you. I needed something to really test my powers on."

Spidey flipped on the wall so his back was against it, "as much as I'd love to help, I'm afraid my doctor recommended I don't give any blood, sorry about that."

Flint laughed again, "don't worry, that won't be a problem." He enlarged his fist and shifted a couple of jewels so that his knuckles were covered in stones, extending his arm and launching his fist at Spidey.

"Careful Dirtboy," Spidey said as he leaped off the wall to dodge, landing on the ground and gripping the nozzle of Gwen's super-vacuum, "you don't want to damage your bosses prize."

Flint enlarged his other fist and launched it at Spidey, forcing him onto the ceiling, "I don't care about that anymore. I had some time to think and realized something, what could he do to me? I'm made of sand, I can't be hurt, he literally can not stop me." He launched his jewel covered fist at Spidey, who fired two weblines onto the opposite wall to pull himself to safety, "I have strength." He attacked Spidey again, "I have power." He launched both his fists, slamming Spidey into a wall and pressing him against it, "I am the Sandman, and I'm gonna put you in the ground."

Spidey struggled against the giant hands crushing him, "really, Sandman? It's one thing to name yourself, but at least pick a cool name man."

Sandman grabbed Spidey and threw him into the other side of the bank, Spidey crashing onto the floor and rolling onto his feet. "Doesn't matter what I'm called," Sandman said as he turned his hands into spikes, "I'm gonna do what Sandman does best, put you to sleep, for good."

"You know," Spidey groaned, shaking off his pain, "I used to want you to crack jokes and have some playful banter, but now I realize that you're bad at it. Seriously, leave the quips to me."

Flint growled and charged at Spidey with his spikes. Spidey tried to dodge, but trying to dodge sand proved to be difficult to dodge. He went in for a punch and got scratched on the arm as he punched Sandman in the face. There was a small splash of blood as Sandman's head burst into a cloud of dust.

Spidey quickly got a grip on the nozzle of Gwen's super-vacuum and shoved it into Sandman's stomach. "Please work," Spidey mumbled to himself as he flipped the switch to turn the vacuum on. The entire machine rattled as it turned on and sucked in the entirety of Sandman's chest in a matter of seconds. "Holy crap it worked," Spidey whispered, "it worked."

He moved the end of the nozzle around to capture the rest of Sandman's body, legs, arms, and a angrily screaming head, making sure not to miss a single grain of sand. Once he had gotten the body and sucked up the cloud of dust that was once Sandman's head, he turned the vacuum off, closing the containment unit, and threw it across the room to web it to the ground.

He stared at it for a moment, watching the unmoving container stuck under a thick layer of webbing. "... I got him," Spidey exhaled the breath he didn't realize he was holding, "that ridiculous plan actually worked."

"Of course it worked," Gwen said into comms, "never underestimate the power of 67 percent."

"Well, I mean, it seemed like a dumb plan honestly, a little out of the park." Spidey rubbed the back of his neck, "I mean, this guy is made out of sand, I never have this easy a time with any other supervill..."

Spidey jumped in surprise as a loud clang rang through the bank. He quickly looked at the large metal vacuum as another clang rang out through the room, a sizeable dent on the outside of the machine. Finally, a large sound of ripping metal rang through the room as a large spike of sand pierced through the metal, sand slowly pouring out onto the ground.

Spidey backed away slowly, "I knew it wasn't that easy, I'm never trusting 67 again." He continued to back up, but found himself unable to lift his leg. When he looked down, he saw sand holding down his legs and sliding up his body slowly.

Sandman's body reformed from the feet upwards, "clever trick little spider." His sand slowly formed in a tight grip around Spidey's throat, lifting the hero off the ground, "you should've stuck to the web gadgets though, they tended to work better." He tossed Spidey across the bank again, sending him through the doors in a mess of shattered glass, crashing into the side of a police car, and falling to the floor.

"Don't worry officers," Spidey said as he pushed himself onto his hands and knees, "I swear, I got this, just... give me a minute to figure out which way is up." He stood up and cracked his neck, a couple officers running up to him as he attempted to get his bearings, "you need to get all the officers out of here, move them to a three block radius and focus on civilian safety, this could get bad fast."

"You are a wanted criminal interfering with a police," one of the officers said, a woman whose uniform suggested that she was a sergeant, "not only should I not listen to you, I should take you in."

Spidey looked at the sergeant, extremely unamused, then caught eye of Sandman stepping out of the bank and focused on that. Spidey shot a webline onto one of the officer's belts and pulled their gun to his hand, pointing it at Sandman and unloading the clip into the man, each bullet hitting with a puff of sand. Spidey handed the officer back his gun, "so that's what we're dealing with here, now I don't suppose you have anything better than bullets in your arsenal?"

The sergeant stared in awe at Sandman, baffled as the bullet holes just closed as sand shifted back into his body, "... ALL OFFICERS, FALL BACK! CREATE A THREE BLOCK RADIUS AND FOCUS ON CIVILIAN SAFETY!"

All the officers did as the leading officer commanded, falling back quickly and giving Sandman and Spider-Man some space. "You shouldn't have gotten rid of them," Sandman said, trying to crack his knuckles since but not producing a sound since he no longer had bones that could pop, "you're gonna need all the help we can get."

"I just though they'd get in the way," Spidey said, "I mean, we've been enemies for a long time, I thought it would be better if we had a heart to heart. Talk it out and all. So, let's start with your childhood."

Sandman extended his arm and launched his fist at Spidey, who flipped back onto the top of one of the cop cars that was left behind when the officers retreated. "Fascinating," Spidey said, "now how did that make you feel?"

"ANNOYED," Sandman shouted as he launched another fist at Spidey, who leaned back to duck under then sprung away towards the sidewalk and landed on top of a fire hydrant."

"See, now we're hitting the core of your issues," Spidey chimed, "a little more digging and we can really hit the core of your problems." He sprung back onto the wall as Sandman launched his arm at Spidey, destroying the fire hydrant that the hero was on moments ago causing water to spray into the sky and pour down like rain.

"Seems like we need to do a lot more digging," Spidey said, "there's clearly a lot of dirt to unc..." Spidey was caught off guard by and sand hand slamming him against the wall, pulling him off and throwing him onto the ground.

Spidey slid on the ground and hit a light pole. "Okay," Spidey choked, coughing a bit, "bad joke, I'll admit that, but I think that was an overreaction" He pushed himself onto his hands and knees, freezing in pain for a moment and just staring at the ground. _I can't show him that I'm scared,_ Spidey thought, _have to make him think I'm still in control, but h_ _ow am I supposed to beat a man that's made out of sand_ _he can restore his body from any hit I deal to him._ He clenched his fists with frustration, pausing a moment as he scraped something into his hand, something soft.

He looked at his hand and saw a small brown mass, shifting in his hand. "Mud," Spidey mumbled to himself, "there's... mud?" He watched the mud moved around in his hand, moving on its own, but moving as if it was trying to do something and couldn't. Spidey then realized something, his eyes going wide in shock.

"What's the matter spider," Sandman said as he walked up, "you giving up now? I was really hoping you'd but up more of a fight."

Spidey pushed himself onto his feet and flipped back away from Sandman, "not on your life dirtboy." Sandman shifted his hand into a large hammer to slam down on Spidey, the latter jumping up and landing on top of the hammer. He flipped off it and fired a webline high onto a wall to pull himself up. "Gwen, I need water, a lot of it."

Gwen typed something into her computer, "I'm assuming you have some sort of plan, and I'm really hoping it works."

"That makes two of us, now what do you got?"

"Satellite imaging of your location shows a water tower up above you, a couple buildings over," Gwen said, "think that'll work?"

"We're gonna find out." Spidey stood up straight on the wall and looked down at Sandman, "alright Sandy," Spidey shouted, spreading his arms out to full length, "show me what you've got."

"Come down here and face me like a man then," Sandman shouted up at him.

"You're the all powerful Sandman," Spidey said, "prove it. Come. Get. Me."

Sandman growled before dissolving his body. The sand started moving upwards towards Spidey, building upwards onto itself to ascend. Spidey let out a small laugh, turning around and sprinting to the rooftops. He vaulted onto the roof, looking around to take in his surroundings. He rested his eyes on a large water tower a couple of rooftops away, "bingo." He took off sprinting, landing on one of the rooftops adjacent.

"You trying to runaway," Sandman called behind him.

Spidey spun around to look at Sandman on the rooftop he was just on, "the rooftops of New York are my domain. You're in my house now, you're playing by my rules. Try to keep up." Spidey turned around and jumped to the next rooftop, then the next, feeling Sandman not far on his tail.

"STOP RUNNING BUG," Sandman shouted, not far behind Spidey.

"I'm an arachnid," Spidey yelled back, "if you're not gonna get it right, I'm not gonna bother stopping."

Spidey landed on the rooftop with the water tower, spinning around and waiting for Sandman. Sandman tilted his head as he stared down Spidey, "finally ready to fight?"

"Arena's all ready," Spidey taunted, holding his arm out and making the 'bring it on' motion with his fingers, "come at me Sandy."

Sandman turned his body into a giant spike and propelled himself at the hero. Spidey flipped back and landed on the side of the water tower, "gotta be quicker than that."

Sandman growled as his body reformed, enlarging his hand and launching it towards Spidey, who flipped off the tower and landed behind Sandman. He looked up at where Sandman hit, a dent in the metal but not much. He was gonna need some more force to bring it down.

Sandman turned around and looked at Spidey, "you gonna hit back or what? I thought we were gonna fight."

Spidey thought fast. He fired two weblines on either side of Sandman, hitting the legs of the water tower. "I never said anything about fighting you. I just thought you were all dirty, so much so that you're basically made of the stuff." Spidey firmly planted his feet and pulled hard on the weblines, "wash off."

The legs of the water tower broke and it started falling forward. Sandman turned around just in time to see the water tower crash down on top of him. The metal cracked open, releasing a wave of water on to the roof. Spidey quickly planted his hands on the floor below him and stuck to the ground, holding on tight as the wave of water crashed onto him. He slid back a bit by the sheer force, but managed to hold on. He took a deep breath as the wave receded and Spidey was able to stand up. He looked around, trying to find Sandman, or at least whatever was left of him. He was satisfied by the small pile of mud on the ground, shifting around senselessly.

"Aw, how cute," Spidey said, leaning over to look at the mud, "now Flint is all back to normal, annoyed but unable to do anything about it."

"And another supervillain under our belt," Gwen said, a hint of glee in her tone.

"What do you mean our," Spidey said, "you may help with most of what we do, but I can proudly say this one was all me." He stretched his back and winced a bit, "and got the bruises to prove it. Tell the police where to find him and make sure they treat him to a nice drink so he doesn't get too out of hand again."

"They're already on route with a kind anonymous tip as to where the fight ended."

"Perfect," Spidey said as he stepped towards the edge of the building, "bye Sandy, I look forward to seeing you never again." He jumped off the edge, firing a webline and swinging away.

 **o0o**

Gwen watched as Peter tore down everything relating to tombstone on their old cork board. "You know, I kept that up as a momento to our success."

"You can keep all the pictures after," Peter said as he pinned the new images up, "right now, wew have a new conspiracy on our hands."

Gwen rolled her eyes and continued to watch Peter work. He stepped back and revealed the board with three images. One was a clipping from the Daily Bugle of Peter's first fight with Scorpion, the other was a clipping about his fight with Sandman, and the final was a stock image of vial of blood.

"First was Scorpion, then Sandman," Peter said, "someone is after me, someone wants my blood for some reason."

Gwen got a bit of a crooked smile, "Bloodsport."

Peter turned to her looking extremely confused, "what?"

"Bloodsport, I mean we have Sandman, Scorpion, Electro. Now someone is after your blood, so why not Bloodsport?"

"... you know what, we're not going to get into your insanity right now. Right now, we're going to focus on the psychopath..."

"Bloodsport."

"... who is trying to to get my blood. I'd love if we would be able to find him before he gets what he wants."

Gwen stepped forward and examined the board, "it would help if we had more to go off of."

"Then we get more," Peter said, "this guy is gonna send more guys after us, let's be ready."

"Perfect," Gwen said, moving to her computer and spinning in her seat a bit, "I have some new gadget ideas we could work on in the meantime, maybe some of them would come in handy in the future."

Peter laughed then walked over to her computer, "alright, let's prepare then. Show me what you've got."

 **END**


End file.
